Subcustodians Depositories and Agents Sample Clauses
The "Subcustodians, Depositories and Agents" clause defines the rights and responsibilities of a primary custodian when delegating the safekeeping of assets to third parties such as subcustodians, depositories, or agents. It typically outlines the criteria for selecting these third parties, the extent of liability the primary custodian retains for their actions, and the procedures for notifying the client about such arrangements. This clause ensures that all parties understand who is responsible for the assets at each stage and helps allocate risk in situations where assets are held by entities other than the primary custodian.
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Subcustodians Depositories and Agents. 4.1 Use of Subcustodians and Depositories
(a) BNY Mellon will be entitled to utilize Subcustodians and Depositories in connection with its performance hereunder; provided that BNY Mellon will not utilize a Subcustodian that is an “Eligible Foreign Custodian” (as defined in Rule 17f-5 under the ▇▇▇▇ ▇▇▇) to hold “Foreign Assets” (as defined in such Rule 17f-5) until after BNY Mellon is informed, pursuant to such means as determined by BNY Mellon, that Customer’s board of directors or similar governing body or Customer’s “Foreign Custody Manager” (as defined in such Rule 17f-5) has determined that utilization of such Subcustodian satisfies the applicable requirements of such Rule 17f-5.
(b) BNY Mellon will only utilize Subcustodians that have entered into an agreement with BNY Mellon or a BNY Mellon Affiliate, and Assets held through a Subcustodian will be held subject to the terms and conditions of such Subcustodian’s respective agreement.
(c) Assets deposited in a Depository will be held subject to the rules, procedures, terms and conditions of such Depository. Subcustodians may hold Assets in Depositories in which such Subcustodians participate.
(d) In connection with each Depository utilized by BNY Mellon that is a “securities depository” (as defined in Rule 17f-4 under the 1940 Act), BNY Mellon (a) will exercise due care in accordance with reasonable commercial standards in discharging its duties as a securities intermediary to obtain and thereafter maintain Securities or financial assets deposited or held in such Depository and (b) will provide, promptly upon request by Customer, such reports as are available concerning the internal accounting controls and financial strength of BNY Mellon.
(e) With respect to each Foreign Depository, BNY Mellon will exercise reasonable care, prudence and diligence (a) to provide Customer with an analysis of the custody risks associated with maintaining assets with the Foreign Depository and (b) to monitor such custody risks on a continuing basis and promptly notify Customer of any material change in such risks. Customer acknowledges and agrees that such analysis and monitoring will be made on the basis of, and limited by, information gathered from certain Subcustodians or through publicly available information otherwise obtained by BNY Mellon, and will not include any evaluation of the matters referenced in Section 14.2(b)(i).
(f) Unless otherwise required by local law or practice or a particular Subcustodian agreement...
Subcustodians Depositories and Agents. 10 4.1 Use of Subcustodians and Depositories 10 4.2 Liability for Subcustodians 11 4.3 Liability for Depositories 12 4.4 Use of Agents 12 5. CORPORATE ACTIONS 12 5.1 Notification 12 5.2 Exercise of Rights 12 5.3 Partial Redemptions, Payments, Etc. 12 6. SETTLEMENT 13 6.1 Settlement Instructions 13 6.2 Settlement Funds 13 6.3 Settlement Practices 13 7. TAX MATTERS 13 7.1 Tax Obligations 13 7.2 Payments 14 8. CREDITS AND ADVANCES 14 8.1 Contractual Settlement and Income 14 8.2 Advances 15 8.3 Payment 15 8.4 Securing Payment 15 8.5 Setoff 16 8.6 Currency Conversion 16 9. STATEMENTS; BOOKS AND RECORDS; THIRD PARTY DATA 16 9.1 Statements 16 9.2 Books and Records/Compliance Matters 16 9.3 Third Party Data 18 10. DISCLOSURES 18 10.1 Required Disclosure 18 10.2 Foreign Exchange Transactions 19 10.3 Investment of Cash 19 11. REGULATORY MATTERS 19 11.1 USA PATRIOT Act 19 11.2 Sanctions; Anti-Money Laundering 20 12. COMPENSATION 21 12.1 Fees and Expenses 21 12.2 Other Compensation 21 13. REPRESENTATIONS, WARRANTIES AND COVENANTS 21 13.1 BNY 21 13.2 Customer 22 14. LIABILITY 23 14.1 Standard of Care 23 14.2 Limitation of Liability 23 14.3 Force Majeure 24 14.4 Indemnification 25 15. CONFIDENTIALITY 26 15.1 Confidentiality Obligations 26 15.2 Exceptions 28 16. TERM AND TERMINATION 28 16.1 Term 28 16.2 Termination 29 16.3 Effect of Termination 30 16.4 Survival 30 17. GENERAL 30 17.1 Non-Custody Assets 30 17.2 Assignment 31 17.3 Amendment 32 17.4 Governing Law/Forum 32 17.5 Business Continuity/Disaster Recovery/Information Security 32 17.6 Non-Fiduciary Status 34 17.7 Notices 34 17.8 Entire Agreement 34 17.9 No Third Party Beneficiaries 34 17.10 Counterparts/Facsimile 34 17.11 Interpretation 35 17.12 No Waiver 35 17.13 Headings 35 17.14 Severability 35 17.15 Key Performance Indicators 35 17.16 Limitation of Customer Liabilities 36 CUSTODY AGREEMENT This Custody Agreement is made and entered into as of the latest date set forth on the signature page hereto (the “Effective Date”) by and between THE BANK OF NEW YORK MELLON, a New York state chartered bank (“BNY”), and Franklin Templ▇▇▇▇ ▇▇▇ Trust, Franklin ETF Trust, and Legg ▇▇▇▇n ▇▇▇ Investment Trust, on behalf of their respective series listed on Appendix I (each a “Customer”). BNY and Customer are collectively referred to as the “Parties” and individually as a “Party”.
Subcustodians Depositories and Agents. 4.1 Use of Subcustodians and Depositories
(a) BNY will be entitled to utilize Subcustodians and Depositories in connection with its performance hereunder.
(b) BNY will only utilize Subcustodians that have entered into an agreement with BNY or a BNY Affiliate, and Assets held through a Subcustodian will be held subject to the terms and conditions of such Subcustodian’s respective agreement.
(c) Assets deposited in a Depository will be held subject to the rules, procedures, terms and conditions of such Depository. Subcustodians may hold Assets in Depositories in which such Subcustodians participate.
(d) Unless otherwise required by local law or practice or a particular Subcustodian agreement, Assets deposited with Subcustodians or Depositories may be held in a commingled account in the name of, as applicable, BNY, a BNY Affiliate or the applicable Subcustodian, for its clients.
Subcustodians Depositories and Agents