JPMORGAN [GRAPHIC OMITTED]
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DOMESTIC CUSTODY AGREEMENT
BETWEEN
FIRST TRUST ACTIVE DIVIDEND INCOME FUND
AND
JPMORGAN CHASE BANK, N.A.
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JPMORGAN [GRAPHIC OMITTED]
TABLE OF CONTENTS
DOMESTIC CUSTODY AGREEMENT....................................................1
1. INTENTION OF THE PARTIES; DEFINITIONS...................................1
1.1 Intention of the Parties
1.2 Definitions 1
2. WHAT BANK IS REQUIRED TO DO.............................................3
2.1 Set Up Accounts 3
2.2 Cash Account 4
2.3 Segregation of Assets; Nominee Name 4
2.4 Settlement of Transactions 4
2.5 Contractual Settlement Date Accounting 5
2.6 Actual Settlement Date Accounting 5
2.7 Income Collection (AutoCredit(R)) 6
2.8 Miscellaneous Administrative Duties 6
2.9 Corporate Actions 6
2.10 Class Action 7
2.11 Proxies 7
2.12 Statements of Account 7
2.13 Records and Access to Bank's Records 8
2.14 Tax Relief Services 9
2.15 Notification 9
2.16 Supervision 9
2.17 Compliance with Laws 9
3. INSTRUCTIONS............................................................9
3.1 Acting on Instructions; Method of Instruction
and Unclear Instructions 9
3.2 Verification and Security Procedures 10
3.3 Instructions Contrary to Law/Market Practice 10
3.4 Cut-Off Times 10
3.5 Electronic Access 10
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK.........................11
4.1 Fees and Expenses 11
4.2 Overdrafts 11
4.3 Bank's Right Over Securities; Set-off 12
5. SECURITIES DEPOSITORIES................................................12
5.1 Use of Securities Depositories 12
6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER.............................13
6.1 Representations of Customer and Bank 13
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6.2 Customer to Provide Certain Information to Bank 13
6.3 Customer Is Liable to Bank Even if It is Acting
for Another Person 13
6.4 Obligations of Customer 13
7. WHEN BANK IS LIABLE TO CUSTOMER........................................14
7.1 Standard of Care; Liability 14
7.2 Force Majeure 15
7.3 Bank May Consult with Counsel and Other
Professional Advisers 16
7.4 Bank Provides Diverse Financial Services
and May Generate Profits as a Result 16
7.5 Assets Held Outside Bank's Control 17
7.6 Ancillary Services 17
8. TAXATION...............................................................17
8.1 Tax Obligations 17
8.2 Tax Relief Services with Respect to American
Depository Receipts 18
9. TERMINATION............................................................18
9.1 Term and Termination 18
9.2 Exit Procedure 19
10. MISCELLANEOUS..........................................................20
10.1 Notices 20
10.2 Successors and Assigns 20
10.3 Interpretation 20
10.4 Entire Agreement 20
10.5 Insurance 20
10.6 Security Holding Disclosure 20
10.7 USA PATRIOT Act Disclosure 21
10.8 Governing Law and Jurisdiction 21
10.9 Severability; Waiver; and Survival 21
10.10 Confidentiality 22
10.11 Counterparts 23
10.12 No Third Party Beneficiaries 23
SCHEDULE 1 Persons Authorized To Give Instructions 25
SCHEDULE 2 Authorized Fund Managers/Advisers 26
(NOT APPLICABLE) 26
APPENDIX A TO SCHEDULE 2 Specimen Fund Manager Mandate 27
SCHEDULE 3 Electronic Access 29
EXHIBIT 1 TO SCHEDULE 3 Products 31
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[GRAPHIC OMITTED][GRAPHIC OMITTED]
DOMESTIC CUSTODY AGREEMENT
This Agreement, dated September 20, 2007, is between JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION ("Bank"), with a place of business at Three ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and FIRST TRUST ACTIVE DIVIDEND INCOME FUND
("Customer"), a Massachusetts business trust and closed-end management
investment company registered under the Investment Company Act of 1940, as
amended, with a place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES
(a) This Agreement sets out the terms on which Bank will be providing
custodial, settlement and other associated services to the
Customer. Bank will be responsible for the performance of only
those duties set forth in this Agreement or that are expressly
contained in Instructions that are consistent with the provisions
of this Agreement and with Bank's operations and procedures.
(b) The Customer acknowledges that Bank is not providing any legal,
tax or investment advice in connection with the services under
this Agreement.
(c) It is the intention of the parties that the services offered by
Bank under this Agreement with respect to the custody of
Securities and related settlement services will be limited to
Securities that are issued in the United States ("U.S.") by an
issuer that is organized under the laws of the U.S. or any state
thereof, or that are both traded in the U.S. and eligible for
deposit in a U.S. Securities Depository.
1.2 DEFINITIONS
As used herein, the following terms have the meaning hereinafter
stated.
"ACCOUNT" has the meaning set forth in Section 2.1 of this
Agreement.
"AFFILIATE" means an entity that controls, controlled
by, or under common control with, Bank.
"APPLICABLE LAW" means any applicable statute, treaty, rule,
regulation or common law and any applicable decree, injunction,
judgement, order, formal interpretation or ruling issued by a court or
governmental entity.
"AUTHORIZED PERSON" means any person who has been designated by
written notice from the Customer in the form of Schedules 1 or 2 as the
case may be (or by written notice in the form of Appendix A to Schedule
2 from any agent designated by the Customer under this Agreement,
including, without limitation, an investment manager) to act on behalf
of the Customer under this Agreement. Such persons will continue to be
Authorized Persons until such time as Bank receives and has had
reasonable time to act upon Instructions from the Customer (or its
agent) that any such person is no longer an Authorized Person.
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"BANK INDEMNITEES" means Bank and its nominees, directors,
officers, employees and agents.
"CASH ACCOUNT" has the meaning set
forth in Section 2.1(a)(ii).
"CONFIDENTIAL INFORMATION" means and includes all non-public
information concerning the Customer or the Accounts which Bank
receives in the course of providing services under this Agreement.
Nevertheless, the term Confidential Information shall not include
information which is or becomes available to the general public by
means other than Bank's breach of the terms of this Agreement or
information which Bank obtains on a non-confidential basis from a
person who is not known to be subject to any obligation of confidence
to any person with respect to that information.
"CORPORATE ACTION" means any subscription right, bonus issue,
stock repurchase plan, redemption, exchange, tender offer, or similar
matter with respect to a Financial Asset in the Securities Account that
requires discretionary action by the holder, but does not include
rights with respect to class action litigation or proxy voting.
"ENTITLEMENT HOLDER" means the person named on the records of a
Securities Intermediary as the person having a Securities Entitlement
against the Securities Intermediary.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
"FINANCIAL ASSET" means a Security and refers, as the context
requires, either to the asset itself or to the means by which a
person's claim to it is evidenced, including a Security, a security
certificate or a Securities Entitlement. "FINANCIAL ASSET" does not
include cash.
"INSTRUCTION" means an instruction that has been verified in
accordance with a Security Procedure or, if no Security Procedure is
applicable, which Bank believes in good faith to have been given by an
Authorized Person.
"LIABILITIES" means any liabilities, losses, claims, costs,
damages, penalties, fines, obligations, or expenses of any kind
whatsoever (including, without limitation, reasonable attorneys',
accountants', consultants' or experts' fees and disbursements).
"1933 ACT" means the Securities Act of 1933, as amended.
"1940 ACT" means the Investment Company Act of 1940, as amended.
"SECURITIES" means stocks, bonds, rights, warrants and other
negotiable and non-negotiable instruments, whether issued in
certificated or uncertificated form, that are commonly traded or dealt
in on securities exchanges or financial markets or other obligations of
an issuer, or shares, participations and interests in an issuer
recognized in the country in which it is issued or dealt in as a medium
for investment and any other property as may be acceptable to Bank for
the Securities Account.
"SECURITIES ACCOUNT" means each Securities custody account on
Bank's records to which Financial Assets are or may be credited under
this Agreement.
"SECURITIES DEPOSITORY" means any securities depository,
dematerialized book entry system or similar system that meets the
requirements of Rule 17f-4 under the 1940 Act.
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"SECURITIES LAWS" means the Exchange Act, the 1940 Act and the
1933 Act.
"SECURITY ENTITLEMENT" means the rights and property interests of
an Entitlement Holder with respect to a Financial Assets as set forth
in Part 5 of Article 8 of the Uniform Commercial Code of the State of
New York, as the same may be amended from time to time.
"SECURITY INTERMEDIARY" means Bank, a Securities Depository and
any other financial institution which in the ordinary course of
business maintains Securities custody accounts for others and acts in
that capacity.
"SECURITY PROCEDURE" has the meaning set forth in Section 3.2(a).
All terms in the singular will have the same meaning in the plural
unless the context otherwise provides and vice versa.
2. WHAT BANK IS REQUIRED TO DO
2.1 SET UP ACCOUNTS
(a) Bank will establish and maintain the following accounts
("Accounts"):
(i) one or more Securities Accounts in the name of Customer for
Financial Assets, which may be received by or on behalf of
Bank for the account of Customer, including as an
Entitlement Holder; and
(ii) one or more accounts in the name of Customer ("Cash
Account") for any and all cash received by or on behalf of
Bank for the account of Customer.
(b) At the request of Customer, additional Accounts may be opened in
the future, which will be subject to the terms of this Agreement:
(i) in accordance with the provisions of an agreement among
Customer and a broker-dealer (registered under the
Exchange Act and a member of the National Association of
Securities Dealer, Inc. ("NASD"), or any futures commission
merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Options
Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any
similar organization, regarding escrow or other arrangements
in connection with transactions by Customer;
(ii) for the purposes of compliance by Customer with the
procedures required by a securities or option exchange,
providing such procedures comply with the 1940 Act and any
releases of the Securities and Exchange Commission relating
to the maintenance of segregated accounts by registered
investment companies; and
(iii) for any other corporate purposes as per the Instruction of
an Authorized Person.
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2.2 CASH ACCOUNT
(a) Except as otherwise provided in Instructions acceptable to Bank,
all cash held in the Cash Account will be deposited during the
period it is credited to the Accounts in one or more deposit
accounts at Bank in which cash shall not be subject to withdrawal
by check or draft. Funds credited to the Cash Account will be
transferred by Bank by means of Instruction ("payment order") to a
Bank administrator assigned to Customer. Payment orders and
Instructions seeking to cancel payment orders or to amend payment
orders shall be verified in accordance with a Security Procedure
or, if no Security Procedure is applicable, Bank may execute or
pay payment orders issued in Customer's name which Bank believes
in good faith to have been given by an Authorized Person.
(b) Any amounts credited by Bank to the Cash Account on the basis of a
notice or an interim credit from a third party, may be reversed if
Bank does not receive final payment in a timely manner. Bank will
notify Customer promptly of any such reversal.
2.3 SEGREGATION OF ASSETS; NOMINEE NAME
(a) Bank will identify in its books that Financial Assets credited to
Customer's Securities Account belong to Customer (except as
otherwise may be agreed by Bank and Customer).
(b) Bank is authorized, in its discretion:
(i) to hold in bearer form, such Financial Assets as are
customarily held in bearer form or are delivered to Bank in
bearer form;
(ii) to hold Financial Assets in or deposit Financial Assets with
any Securities Depository or settlement system;
(iii) to hold Financial Assets in omnibus accounts on a fungible
basis and to accept delivery of Financial Assets of the
same class and denomination as those deposited with Bank;
and
(iv) to register in the name of Customer, Bank, a Securities
Depository, or their respective nominees, such Financial
Assets as are customarily held in registered form.
2.4 SETTLEMENT OF TRANSACTIONS
(a) Subject to Article 3 and Section 4.2 of this Agreement, Bank will
act in accordance with Instructions with respect to the settlement
of transactions. Settlement will be conducted in accordance with
prevailing standards of the market in which the transaction
occurs, provided that such standards are generally accepted by
Institutional Clients. For the avoidance of doubt, such standards
shall include practices regarding delivery against receipt or
delivery in advance of receipt that may be prevailing in the
applicable market for the type of transaction being settled. In
the case of the failure of Customer's counterparty (or other
appropriate party) to deliver the expected consideration as
agreed, Bank will contact the counterparty to seek settlement and
will promptly notify Customer of such failure.
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(b) For purposes of this Section 2.4, "Institutional Clients" means
U.S. registered investment companies, U.S.-based commercial banks,
insurance companies, pension funds or substantially similar
financial institutions.
2.5 CONTRACTUAL SETTLEMENT DATE ACCOUNTING
(a) Should Customer request to have Bank's Contractual Settlement Date
Accounting Service, Bank will effect book entries on a contractual
settlement date accounting basis as described below with respect
to the settlement of transactions in those markets where Bank
generally offers contractual settlement date accounting.
(i) Sales: On the settlement date for a sale, Bank will credit
the Cash Account with the proceeds of the sale and transfer
the relevant Financial Assets to an account at Bank pending
settlement of the transaction if not already delivered.
(ii) Purchases: On the settlement date for the purchase (or
earlier, if market practice requires delivery of the
purchase price before the settlement date), Bank will debit
the Cash Account for the settlement amount and credit a
separate account at Bank. Bank then will post the Securities
Account as awaiting receipt of the expected Financial
Assets. Customer will not be entitled to the delivery of
Assets that are awaiting receipt until Bank actually
receives them.
Upon request, Bank shall provide Customer with a list of those markets
for which it provides contractual settlement date accounting. Bank may
add markets to or remove markets from this list upon notice to Customer
that is reasonable in the circumstances. Bank reserves the right to
restrict in good faith the availability of contractual settlement date
accounting for credit or operational reasons. Bank, whenever reasonably
possible, will notify Customer prior to imposing such restrictions.
(b) Bank may reverse any debit or credit made pursuant to Section
2.5(a) prior to a transaction's actual settlement, upon oral or
written notification to Customer (which, to the extent
practicable, shall be given prior to such reversal), in cases
where Bank reasonably believes that the transaction will not
settle in the ordinary course within a reasonable time. Customer
will be responsible for any costs or liabilities resulting from
such reversal. Customer acknowledges that the procedures described
in Section 2.5 are of an administrative nature, and Bank does not
undertake to make loans and/or Financial Assets available to
Customer.
2.6 ACTUAL SETTLEMENT DATE ACCOUNTING
With respect to any settlement of a transaction that is not posted to
the Account on the contractual settlement date as referred to in
Section 2.5, Bank will post such transaction on the date on which the
cash or Financial Assets received as consideration for the transaction
is actually received and cleared by Bank.
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2.7 INCOME COLLECTION (AUTOCREDIT(R))
(a) Bank will monitor information publicly available in the applicable
market about forthcoming income payments on the Financial Assets,
and will promptly notify Customer of such information.
(b) Bank will credit the Cash Account with income proceeds on
Financial Assets on the anticipated payment date, net of any taxes
that are withheld by Bank or any third party ("AutoCredit"). Bank
may reverse AutoCredit credits upon oral or written notification
to Customer (which, to the extent practicable, shall be given
prior to such reversal) if Bank believes that the corresponding
payment will not be received by Bank within a reasonable period or
the credit was incorrect.
(c) In markets where Bank does not provide an AutoCredit service,
income on Financial Assets (net of any taxes withheld by Bank or
any third party) will be credited only after actual receipt and
reconciliation.
(d) Bank will make good faith efforts to timely contact appropriate
parties to collect unpaid interest, dividends or sale proceeds and
promptly notify Customer of the late payment.
2.8 MISCELLANEOUS ADMINISTRATIVE DUTIES
(a) Until Bank receives Instructions to the contrary, Bank will:
(i) present all Financial Assets for which Bank has received
notice of a call for redemption or that have otherwise
matured, and all income and interest coupons and other
income items that call for payment upon presentation;
(ii) execute in the name of Customer such certificates as may be
required to obtain payment in respect of Financial Assets;
and
(iii) exchange interim or temporary documents of title held in
the Securities Account for definitive documents of title.
(b) In the event that, as a result of holding of Financial Assets in
an omnibus account, Customer receives fractional interests in
Financial Assets arising out of a Corporate Action or class
action, Bank will credit Customer with the amount of cash it would
have received had the Financial Assets not been held in an omnibus
account, and Customer shall relinquish to Bank its interest in
such fractional interests.
(c) If some, but not all, of an outstanding class of Financial Assets
is called for redemption, Bank may allot the amount to be redeemed
from its customers on a pro rata basis or in a similar manner Bank
deems fair and equitable.
2.9 CORPORATE ACTIONS
(a) Bank will act in accordance with prevailing market standards to
obtain information concerning Corporate Actions that is publicly
available in such market. Bank also will review information to
which it subscribes for information concerning such Corporate
Actions. Bank will promptly provide that information (or summaries
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that accurately reflect the material points concerning the
applicable Corporate Action) to Customer or its Authorized Person.
(b) Bank will act in accordance with the Customer's Instructions in
relation to such Corporate Actions. If the Customer fails to
provide Bank with timely Instructions with respect to any
Corporate Action, neither Bank nor its nominees will take any
action in relation to that Corporate Action, except as otherwise
agreed in writing by Bank and Customer or as may be set forth by
Bank as a default action in the notification it provides under
Section 2.9(a) with respect to that Corporate Action.
2.10 CLASS ACTION
Any notices received by Bank's corporate actions department about
settled securities class action that requires action by affected owners
of the underlying Financial Assets will be promptly notified to
Customer if Bank, using reasonable care and diligence in the
circumstances, identifies that Customer was a shareholder and held the
relevant security in custody with Bank at the relevant time.
2.11 PROXIES
(a) Bank will monitor information distributed to holders of Financial
Assets about upcoming shareholder meetings, promptly notify
Customer of such information and, subject to Section 2.11(c), act
in accordance with the Customer's Instructions in relation to such
meetings (the "Proxy Voting Service").
(b) The Proxy Voting Service does not include physical attendance at
shareholder meetings. Requests for physical attendance at
shareholder meetings can be made but they will be evaluated and
agreed to by Bank on a case by case basis.
(c) Customer acknowledges that the provision of the Proxy Voting
Service may be precluded or restricted under a variety of
circumstances. These circumstances include, but are not limited
to:
(i) the Financial Assets being on loan or out for
registration;
(ii) the pendency of conversion or another Corporate
Action;
(iii) the Financial Assets being held in a margin or
collateral account at Bank or another bank or broker,
or otherwise in a manner which affects voting; and
(iv) local market regulations or practices, or restrictions by
the issuer.
2.12 STATEMENTS OF ACCOUNT
(a) Bank will provide Customer with a statement of account for each
Account, identifying cash and Financial Assets held in the Account
and any transfers to and from the Account. If agreed by the
parties, statements of account will be accessed by Customer
on-line. Otherwise, statements will be sent to Customer at times
to be mutually agreed by the parties. Customer will review its
statement of account and give Bank written notice of any suspected
error or omission within a reasonable time of the date of the
relevant suspected error or omission.
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(b) Customer acknowledges that information available to it on-line
with respect to transactions posted after the close of the prior
business day may not be accurate due to mis-postings, delays in
updating Account records, and other causes. Bank will not be
liable for any loss or damage arising out of the inaccuracy of any
such information accessed on-line. For the avoidance of doubt,
Customer may rely on the accuracy of any report that (i)
explicitly states it is an end-of-day report or (ii) contains
historical data that has been posted prior to the current business
day, except to the extent any inaccuracies contained in (i) or
(ii) are the result of any actions of or information provided by
third parties and beyond Bank's reasonable control.
2.13 RECORDS AND ACCESS TO BANK'S RECORDS
(a) The books and records pertaining to Customer which are in
possession of Bank shall be the property of Customer. However,
Bank shall be entitled to retain copies of such books and records
as required by applicable law governing Bank. Bank shall keep all
books and records customarily maintained by the custodian of a
registered investment company, and such books and records shall be
prepared and maintained in the manner and for the periods required
by the 1940 Act and rules thereunder (with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder to the
extent applicable to services provided).
(b) Bank will allow Customer and Authorized Persons of Customer's
auditors and independent public accountants such reasonable access
to the records of Bank relating to Financial Assets as is required
in connection with their examination of books and records
pertaining to Customer's affairs. In addition, Bank will, upon
reasonable written notice by Customer, allow Customer, duly
authorized officers, employees or agents of Customer, and
employees and agents of the Securities and Exchange Commission
reasonable access during normal working hours to the records of
Bank relating to the Accounts. Bank may impose reasonable
restrictions on the number of individuals allowed access, the
frequency and length of such access, and the scope of the records
made available. Upon reasonable request of Customer, copies of any
such records pertaining to Customer shall be provided by Bank (at
Customer's cost) to Customer or its Authorized Persons. Upon the
reasonable request of Customer, Bank shall (at Customer's cost)
provide in hard copy or on computer disc any records pertaining to
Customer included in any such delivery which are maintained by
Bank on a computer disc, or are similarly maintained. Customer
shall reimburse Bank for the cost of copying, collating and
researching archived information at Bank's regular hourly rate.
(c) Bank shall, at Customer's request, supply Customer with a
tabulation of securities owned by Customer and held by Bank and
shall, when requested to do so by Customer and for such
compensation as shall be agreed upon by Customer and Bank, include
certificate numbers in such tabulations.
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2.14 TAX RELIEF SERVICES
Bank will provide tax relief services as provided in Section 8.2.
2.15 NOTIFICATION
If Customer has agreed to access information concerning the Accounts
through Bank's website, Bank may make any notifications required under
this Agreement by posting it on the website.
2.16 SUPERVISION
Bank shall supervise the performance by its employees or agents under
Bank's control of custodial services provided in connection with this
Agreement. Bank shall provide appropriate training for employees and
implement supervisory procedures for all services provided hereunder by
those agents and employees.
2.17 COMPLIANCE WITH LAWS
Bank undertakes to comply with all applicable banking and 1940 Act
laws, rules and regulations of governmental authorities having
jurisdiction with respect to the duties to be performed by Bank
hereunder (including without limitation Section 17(f) of the 1940 Act
and rules promulgated thereunder). Except as specifically set forth
herein, Bank assumes no responsibility for such compliance by Customer
or any other entity.
3. INSTRUCTIONS
3.1 ACTING ON INSTRUCTIONS; METHOD OF INSTRUCTION AND UNCLEAR INSTRUCTIONS
(a) Customer authorizes Bank to accept and act upon any Instructions
received by it without inquiry. Customer will indemnify Bank
Indemnitees against, and hold each of them harmless from, any
Liabilities that may be imposed on, incurred by, or asserted
against Bank Indemnitees as a result of any action or omission
taken in accordance with any Instruction, in the absence of bad
faith, negligence, willful misconduct and reckless disregard of
their duties by such Bank Indemnitees.
(b) Customer will where reasonably practicable use automated and
electronic methods of sending Instructions.
(c) Bank shall promptly notify an Authorized Person if Bank determines
that an Instruction does not contain all information
reasonably necessary for Bank to carry out the Instruction. Bank
will not be liable for any loss arising from any reasonable delay
in carrying out any such Instruction pending receipt of such
missing information, clarification or confirmation.
(d) In executing or paying a payment order, Bank may rely upon the
identifying number (e.g., Fedwire routing number or account) of
any party as instructed in the payment order. Customer assumes
full responsibility for any inconsistency between the name and
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identifying number of any party in payment orders issued to Bank
in Customer's name.
(e) From time to time in connection with the payment of a dividend or
distribution on its shares, Customer shall provide to Bank
Instructions setting forth the date of the declaration of such
dividend or distribution, the total amount payable, and the
payment date. Upon the payment date specified in such
Instructions, Bank shall pay out of the money held for the account
of Customer the total amount payable to the dividend agent of
Customer specified therein.
3.2 VERIFICATION AND SECURITY PROCEDURES
(a) Bank and Customer shall from time to time agree upon security
procedures to be followed by Customer upon the issuance of an
Instruction and/or by Bank upon the receipt of an Instruction, so
as to enable Bank to verify that such Instruction is authorized
("Security Procedures"). A Security Procedure may, without
limitation, involve the use of algorithms, codes, passwords,
encryption and telephone call backs. Customer acknowledges that
Security Procedures are designed to verify the authenticity of,
and not detect errors in, Instructions. For the avoidance of
doubt, the parties agree that a SWIFT message issued in the name
of Customer through any third party utility agreed upon by the
parties as being a method for providing Instructions and
authenticated in accordance with that utility's customary
procedures, shall be deemed to be an authorized Instruction.
(b) Bank and Customer shall ensure that any codes, passwords or
similar devices are reasonably safeguarded.
(c) Either party may record any of their telephone communications.
3.3 INSTRUCTIONS CONTRARY TO LAW/MARKET PRACTICE
Bank need not act upon Instructions which it reasonably believes to be
contrary to law, regulation or market practice and Bank will be under
no duty to investigate whether any Instructions comply with Applicable
Law or market practice. Bank shall notify Customer as soon as
reasonably practicable if it does not act upon Instructions under this
Section.
3.4 CUT-OFF TIMES
Bank has established cut-off times for receipt of Instructions, which
will be made available to Customer. If Bank receives an Instruction
after its established cut-off time, Bank will attempt to act upon the
Instruction on the day requested if Bank deems it practicable to do so
or otherwise as soon as practicable on the next business day.
3.5 ELECTRONIC ACCESS
Access by Customer to certain applications or products of Bank via
Bank's web site or otherwise shall be governed by this Agreement and
the terms and conditions set forth in Schedule 3.
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4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 FEES AND EXPENSES
Customer will pay Bank for its services under this Agreement the fees
set forth in Schedule 4 hereto or as may be agreed upon in writing from
time to time, together with Bank's reasonable out-of-pocket or
incidental expenses, including, but not limited to, legal fees and tax
or related fees incidental to processing charged directly or indirectly
by governmental authorities, issuers, or their agents. The Bank will
invoice the Customer for amounts owing to it and such amounts will be
payable within thirty (30) days of the invoice. The Bank will be
entitled to deduct amounts owing to it from the Cash Account if
Customer has not objected to the invoice within thirty (30) days of the
date of the invoice (or such other period as the parties may agree in
writing). If Customer disputes an invoice, it shall nevertheless pay,
or allow the Bank to deduct, such portion of the invoice that is not
subject to a bona fide dispute. Without prejudice to Bank's other
rights, Bank reserves the right to charge interest on overdue amounts
from the due date until actual payment at the rate agreed by Customer
and Bank from time to time, or in the absence of such an agreement, at
the applicable rate charged by Bank from time to time, on such overdue
amounts incurred by customers similar to Customer.
4.2 OVERDRAFTS
If a debit to the Cash Account results (or will result) in a debit
balance, then Bank may, in its discretion, (i) advance an amount equal
to the overdraft, (ii) refuse to settle in whole or in part the
transaction causing such debit balance, or (iii) if any such
transaction is posted to the Securities Account, reverse any such
posting. If Bank elects to make such an advance, the advance will be
deemed a loan to Customer, payable on demand, bearing interest at the
rate agreed by Customer and Bank from time to time, or in the absence
of such an agreement at the applicable rate charged by Bank from time
to time, for such overdrafts incurred by customers similar to Customer,
from the date of such advance to the date of payment (both after as
well as before judgment) and otherwise on the terms on which Bank makes
similar overdrafts available from time to time. Bank shall notify
Customer of such an advance as soon as reasonably practicable. No prior
action or course of dealing on Bank's part with respect to the
settlement of transactions on Customer's behalf will be asserted by
Customer against Bank for Bank's refusal to make advances to the Cash
Account or to settle any transaction for which Customer does not have
sufficient available funds in the Account.
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4.3 BANK'S RIGHT OVER SECURITIES; SET-OFF
(a) Customer hereby grants to Bank in connection with providing
services to Customer a security interest in, and a lien on the
Financial Assets held in the Securities Account in the amount
necessary to secure the return and payment to Bank of any advance
or credit made by Bank (including charges related thereto) to such
Securities Account.
(b) Without prejudice to Bank's rights under Applicable Law, Bank may
set off against any indebtedness owing to Bank the credit balance
of any of Customer's accounts (whether deposit or otherwise) with
any branch or office of Bank or with any Affiliate of Bank of
which Customer is the beneficial owner. For this purpose, Bank
shall be entitled to accelerate the maturity of any fixed term
deposits. Bank will notify Customer in advance of any such charge
unless Bank reasonably believes that it might prejudice its
interests to do so and, in such event, Bank will notify Customer
promptly afterwards.
5. SECURITIES DEPOSITORIES
5.1 USE OF SECURITIES DEPOSITORIES
(a) Bank may deposit Financial Assets with, and hold Financial Assets
in any Securities Depository on such terms as such Securities
Depository customarily operates and Customer will provide Bank
with such documentation or acknowledgements that Bank may require
to hold the Financial Assets in such Securities Depository.
(b) Bank is not responsible for the selection or monitoring of any
Securities Depository and will not be liable for any act or
omission by (or the insolvency of) any Securities Depository.
Nevertheless, Bank shall comply with Section 7.1(a) of this
Agreement in its interactions with Securities Depositories, and
such interactions are subject to Section 7.1(b) of this Agreement.
In the event Customer incurs a loss due to the negligence, bad
faith, willful misconduct, or insolvency of a Securities
Depository, Bank will make good faith efforts to seek recovery
from the Securities Depository, but Bank will not be obligated to
institute legal proceedings, file proof of claim in any insolvency
proceeding, or take any similar action.
(c) With respect to its responsibilities under this Section 5.1 and
pursuant to Rule 17f-4 under the 1940 Act, Bank shall (i) exercise
due care in accordance with reasonable commercial standards in
discharging its duty as a Securities Intermediary to obtain and
thereafter maintain such Financial Assets with Securities
Depositories, (ii) provide, promptly upon request by Customer,
such published reports as are available concerning Bank's internal
accounting controls and financial strength, including, but not
limited to, Bank's SAS 70 Report prepared by Bank's external
auditors and (iii) to the extent that Bank uses subcustodians that
are Securities Intermediaries and qualified to act as custodian in
connection with the custody services under this Agreement, require
any such subcustodian to exercise due care in accordance with
reasonable commercial standards in discharging its duty as a
Securities Intermediary to obtain and thereafter maintain
Financial Assets corresponding to the Security Entitlements of its
Entitlement Holders.
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6. ADDITIONAL PROVISIONS RELATING TO CUSTOMER
6.1 REPRESENTATIONS OF CUSTOMER AND BANK
(a) Customer represents and warrants that (i) it has full authority
and power, and has obtained all necessary authorizations and
consents, to deposit and control the Financial Assets and cash in
the Accounts, to use Bank as its custodian in accordance with the
terms of this Agreement and to borrow money (both any short term
or intraday borrowings in order to settle transactions prior to
receipt of covering funds) and ▇▇▇▇▇ ▇ ▇▇▇▇ over Financial Assets
as provided in Section 4.3(a) hereof; (ii) assuming execution and
delivery of this Agreement by Bank, this Agreement is Customer's
legal, valid and binding obligation, enforceable in accordance
with its terms and it has full power and authority to enter into
and has taken all necessary corporate action to authorize the
execution of this Agreement; (iii) it has not relied on any oral
or written representation made by Bank or any person on its
behalf, and acknowledges that this Agreement sets out to the
fullest extent the duties of Bank; (iv) Bank may rely upon the
certification of such other facts provided by Customer as may be
required to administer Bank's obligations under this Agreement and
Customer shall indemnify Bank against all losses, liability,
claims or demands arising directly or indirectly from any such
certifications; and (v) it is a resident of the U.S. and shall
notify Bank of any changes in residency.
(b) Bank represents and warrants that (i) assuming execution and
delivery of this Agreement by Customer, this Agreement is Bank's
legal, valid and binding obligation, enforceable in accordance
with its terms and (ii) it has full power and authority to enter
into and has taken all necessary corporate action to authorize the
execution of this Agreement.
6.2 CUSTOMER TO PROVIDE CERTAIN INFORMATION TO BANK
Upon request, Customer will promptly provide to Bank such information
about itself and its financial status as Bank may reasonably request,
including Customer's organizational documents and its current audited
and unaudited financial statements.
6.3 CUSTOMER IS LIABLE TO BANK EVEN IF IT IS ACTING FOR ANOTHER PERSON
If Customer is acting as an agent for a disclosed or undisclosed
principal in respect of any transaction, cash or Financial Asset, Bank
nevertheless will treat Customer as its principal for all purposes
under this Agreement. In this regard, Customer will be liable to Bank
as a principal in respect of any transactions relating to the Account
in the absence of negligence or willful misconduct by Bank, its
employees or agents. The foregoing will not affect any rights Bank
might have against Customer's principal.
6.4 OBLIGATIONS OF CUSTOMER
It is expressly acknowledged and agreed that the obligations of
Customer hereunder shall not be binding upon any of the shareholders,
Trustees, officers, employees or agents of Customer personally, but
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shall bind only the assets and property of Customer as provided in
Customer's Declaration of Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of Customer and signed
by an officer of Customer, acting as such, and neither such
authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually
or to impose any liability on any of them personally, but shall bind
only the assets and property of Customer as provided in Customer's
Declaration of Trust.
7. WHEN BANK IS LIABLE TO CUSTOMER
7.1 STANDARD OF CARE; LIABILITY
(a) Bank will use reasonable care in performing its obligations under
this Agreement. Bank will not be in violation of this Agreement
with respect to any matter as to which it has satisfied its
obligation of reasonable care.
(b) Bank agrees to defend, indemnify and hold Customer and its
officers, directors and employees harmless from any and all taxes,
charges, expenses, assessments, claims and liabilities (including,
without limitation, reasonable attorneys' fees and disbursements
and liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) ("Claims") arising
directly from the negligence, bad faith or willful misfeasance of
Bank in the performance of its duties hereunder. Nevertheless,
under no circumstances will Bank be liable for any indirect,
incidental, consequential or special damages (including, without
limitation, lost profits) of any form incurred by any person or
entity, whether or not foreseeable and regardless of the type of
action in which such a claim may be brought, with respect to the
Accounts, Bank's performance under this Agreement, or Bank's role
as custodian.
(c) Customer will indemnify Bank Indemnitees against, and hold them
harmless from, any Liabilities that may be imposed on, incurred by
or asserted against any of Bank Indemnitees in connection with or
arising out of (i) Bank's performance under this Agreement,
provided Bank Indemnitees have not acted with negligence or bad
faith or engaged in fraud or willful misconduct in connection with
the Liabilities in question, or (ii) any Bank Indemnitees' status
as a holder of record of Customer's Financial Assets, provided
that Bank uses reasonable care to provide prompt notice to
Customer of the circumstances and all pertinent facts related to
the claim for indemnification.
(d) Subject to and without limiting Subsections 7.1(a), (b) or (c),
Bank will have no duty or responsibility to:
(i) question Instructions or make any suggestions to Customer or
an Authorized Person regarding such Instructions;
(ii) supervise or make recommendations with respect to
investments or the retention of Financial Assets;
(iii) advise Customer or an Authorized Person regarding any
default in the payment of principal or income of any Security
other than as provided in Section 2.7(b) of this Agreement;
or
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(iv) evaluate or report to Customer or an Authorized Person
regarding the financial condition of any broker, agent or
other party to which Bank is instructed to deliver Financial
Assets or cash.
(e) The indemnifying party shall have the option to defend the
indemnified party against any claim which may be the subject of
this indemnification, and in the event that the indemnifying party
so elects, it will so notify the indemnified party, and thereupon
the indemnifying party shall take over complete defense of the
claim. In the event the indemnifying party elects to assume the
control of the defense of the claim, the indemnified party may
participate in such proceeding and retain additional counsel but
shall bear all fees and expenses of such retention of such
counsel, unless (i) the indemnifying party shall have specifically
authorized the retention of such counsel, or (ii) if the
indemnifying party and the indemnified party agree that the
retention of such counsel is required as a result of a conflict of
interest. In the event the indemnifying party assumes control of
any proceeding, the indemnifying party shall keep the indemnified
party notified of the progress of such proceeding and, upon
request, consult with the indemnified party and counsel. The
indemnifying party will, upon request by the indemnified party,
either pay in the first instance or reimburse the indemnified
party for any expense subject to indemnity hereunder. The
indemnifying party shall not settle or compromise any proceeding
without the prior written consent of the indemnified party unless
(i) such settlement or compromise involves no admission of guilt,
wrongdoing, or misconduct by the indemnified party, (ii) such
settlement or compromise does not impose any obligations or
restrictions on the indemnified party other than obligations to
pay money that are subject to indemnity under this Agreement and
(iii) the indemnifying party shall have paid or made arrangements
satisfactory to the indemnified party for payment of amounts
payable by the indemnified party in connection with such
settlement. The indemnified party shall in no case confess any
claim or make any compromise in any case which the indemnifying
party will be asked to indemnify the indemnified party except with
indemnifying party's prior written consent. The indemnified party
shall be entitled to rely on and may act upon advice of counsel
(who may be counsel for indemnifying party) on all matters, and
shall be without liability for any action reasonably taken or
omitted pursuant to such advice. It is understood and agreed that
when the indemnified party is the Bank, this section (e) shall not
apply to any claims that affect other Bank's customers.
7.2 FORCE MAJEURE
(a) Bank will maintain and update from time to time business
continuation and disaster recovery procedures with respect to its
custody business that it reasonably determines from time to time
meet reasonable commercial standards. Bank will have no liability,
however, for any damage, loss, expense or liability of any nature
that Customer may suffer or incur, caused by an act of God, fire,
flood, civil or labor disturbance, war, terrorism, act of any
governmental authority or other act or threat of any authority (de
jure or de facto), legal constraint, fraud or forgery (except
where such fraud or forgery is attributable to Bank, its agents or
their employees), malfunction of equipment or software (except
where such malfunction is primarily attributable to Bank's
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negligence or willful misconduct in maintaining the equipment or
software), failure of or the effect of rules or operations of any
external funds transfer system, inability to obtain or
interruption of external communications facilities, or any cause
beyond the reasonable control of Bank (including, without
limitation, the non-availability of appropriate foreign exchange).
Bank shall endeavor to promptly notify Customer when it becomes
aware of any situation outlined above, but it shall not be liable
for failure to do so.
(b) In the event of a failure or a delay, Bank (i) shall not
discriminate against any customer in making computer time and
personnel available to input or process the transactions
contemplated by this Agreement, and (ii) shall use its best
efforts to ameliorate the effects of any such failure or delay.
Each such event hereinbefore described is a "Force Majeure"). If,
as a result of a Force Majeure, Bank is rendered unable, in whole
or in part, to carry out its obligations under this Agreement
(including, without limitation, the payment of money) then the
obligations of Bank, so far as and to the extent that the
obligations are affected by such Force Majeure, shall be suspended
during the continuation of any inability so caused. Bank shall use
reasonable efforts to resume service and mitigate loss to Customer
through implementation of its disaster recovery and business
continuation plan. Bank shall, as soon as reasonably practicable,
notify Customer of a Force Majeure that may affect services
provided to Customer under this Agreement.
(c) Whenever a Force Majeure causes Bank to allocate limited resources
between or among Bank's customers, Customer shall receive no less
priority treatment than is accorded to other similarly situated
customers of Bank, with respect to such allocation.
7.3 BANK MAY CONSULT WITH COUNSEL AND OTHER PROFESSIONAL ADVISERS
Bank will be entitled to rely on, and may act upon the advice of
counsel and other professional advisers, as applicable, in relation to
matters of law, regulation or market practice (which may be the
professional advisers of Customer), and shall not be liable to Customer
for any action reasonably taken or omitted in good faith pursuant to
such advice.
7.4 BANK PROVIDES DIVERSE FINANCIAL SERVICES AND MAY GENERATE PROFITS
AS A RESULT
(a) Customer acknowledges that Bank or its Affiliates may have a
material interest in transactions entered into by Customer with
respect to the Accounts or that circumstances are such that Bank
may have a potential conflict of duty or interest. For example,
Bank or its Affiliates may:
(i) act as a market maker in the Financial Assets to which the
Instructions relate;
(ii) provide brokerage services to other customers;
(iii) act as financial adviser to the issuer of such Financial
Assets;
(iv) act in the same transaction as agent for more than one
customer;
(v) have a material interest in the issue of the Financial
Assets; or
(vi) earn profits from any of the activities listed herein.
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(b) Customer further acknowledges that Bank or its Affiliates may be
in possession of information tending to show that the Instructions
received may not be in the best interests of Customer but that
Bank is not under any duty to disclose any such information,
except as otherwise required by the performance of its duties
under this Agreement.
7.5 ASSETS HELD OUTSIDE BANK'S CONTROL
Bank will not be obliged to hold Financial Assets or cash with any
person not agreed to by Bank. Furthermore, Bank will not be obliged to
register or record Financial Assets in the name of any person not
agreed to by Bank. If, however, Customer makes such a request and Bank
agrees to the request, the consequences of doing so will be at
Customer's own risk. Bank will not be liable for any losses incurred as
a result and may be precluded from providing some of the services
referred to in this Agreement (for example, and without limitation,
income collection, proxy voting, class action litigation and Corporate
Action notification and processing).
7.6 ANCILLARY SERVICES
Bank may use third parties to provide ancillary services (i.e.,
services that do not form part of the custody services contained in
Article 2 and which include without limitation courier or pricing
services). While Bank will use reasonable care in the selection and
retention of such third parties, it will not be responsible for any
errors or omissions made by such third party in providing the relevant
services.
8. TAXATION
8.1 TAX OBLIGATIONS
(a) Customer confirms that Bank is authorized to deduct from any cash
received or credited to the Cash Account any taxes or levies
required by any revenue or governmental authority for whatever
reason in respect of Customer's Accounts.
(b) Customer will provide to Bank such certifications, documentation,
and information as it may require in connection with taxation, and
warrants that, when given, this information is true and correct in
every material respect, not misleading in any material way, and
contains all material information. Customer undertakes to notify
Bank as soon as reasonably practicable if any information requires
updating or correcting. Bank shall not be liable for any taxes,
penalties, interest or additions to tax, payable or paid that
result from:
(i) the inaccurate completion of documents by Customer or any
third party;
(ii) the provision to Bank or a third party of inaccurate or
misleading information by Customer or any third party;
(iii) the withholding of material information by Customer or any
third party; or
(iv) any delay by any revenue authority or any other cause beyond
Bank's control.
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(c) If Bank does not receive appropriate certifications, documentation
and information then, as and when appropriate and required,
additional tax shall be deducted from all income received in
respect of the Financial Assets issued (including, but not limited
to, U.S. non-resident alien tax and/or backup withholding tax).
(d) Customer will be responsible in all events for the timely payment
of all taxes relating to the Financial Assets in the Securities
Account; provided, however, that Bank will be responsible for any
penalty or additions to tax due solely as a result of Bank's
willful misconduct, negligent acts or omissions with respect to
paying or withholding tax or reporting interest, dividend or other
income paid or credited to the Cash Account.
8.2 TAX RELIEF SERVICES WITH RESPECT TO AMERICAN DEPOSITORY RECEIPTS
(a) Subject to the provisions of this Section, Bank will timely and
accurately, but in accordance with commercially reasonable
standards, apply for a reduction of withholding tax and any refund
of any tax paid or tax credits in respect of income payments on
Financial Assets comprised of American Depository Receipts,
credited to the Securities Account that Bank believes may be
available. To defray expenses pertaining to nominal tax claims,
Bank may from time to time set minimum thresholds as to a de
minimis value of tax relief claims or reduction of withholding
which it will pursue in respect of income payments under this
Section 8.2
(b) The provision of a tax relief service by Bank is conditional upon
Bank receiving from Customer (i) a declaration of its identity and
place of residence and (ii) certain other documentation (pro forma
copies of which are available from Bank), prior to the receipt of
Financial Assets comprised of American Depository Receipts in the
Account or the payment of income.
(c) Bank will perform tax relief services only with respect to
taxation levied by the revenue authorities of the countries
advised to Customer from time to time and Bank may, by
notification in writing, in its absolute discretion, supplement or
amend the countries in which this tax relief service is offered.
Other than as expressly provided in this Section 8.2, Bank will
have no responsibility with regard to Customer's tax position or
status in any jurisdiction.
9. TERMINATION
9.1 TERM AND TERMINATION
(a) This Agreement shall be effective on the date first written above
and shall continue until June 12, 2008 (the "Initial Term"). Upon
the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal
Terms") each, unless Customer or Bank provides written notice to
the other of its intent not to renew. Such notice must be received
not less than 90 days prior to the expiration of the Initial Term
or the then current Renewal Term.
(b) Notwithstanding Section 9.1(a):
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(i) Either party may terminate this Agreement immediately on
written notice to the other party in the event that a
material breach of this Agreement by the other party has not
been cured within thirty (30) days of that party being given
written notice of the material breach;
(ii) Either party may terminate this Agreement immediately on
written notice to the other party upon the other party being
declared bankrupt, entering into a composition with
creditors, obtaining a suspension of payment, being put
under court controlled management or being the subject of a
similar measure;
(iii) Bank may terminate this Agreement on sixty (60) days'
written notice to Customer in the event that Bank reasonably
determines that Customer has ceased to satisfy Bank's
customary credit requirements;
(iv) Upon Customer's notice to Bank of (a) Customer's liquidation
and termination, (b) Customer's filing of Form N-8F with the
Securities and Exchange Commission to apply for
deregistration as an investment company or (c) Customer's
reorganization, either party may terminate this Agreement
immediately on written notice to the other party, or on such
date as may be specified in such written notice; and
(v) Customer may terminate this Agreement at any time on sixty
(60) days' written notice to Bank upon payment of a
termination fee. The termination fee will be an amount equal
to six (6) times the average monthly fees paid during the
six month period prior to Customer's notice of termination,
or since the date Bank commenced providing services under
this Agreement if that period is less than six months. For
the avoidance of any doubt, Customer shall not be obligated
to pay any termination fee if it does not renew this
Agreement under Section 9.1(a) or terminates this Agreement
under Section 9.1(b)(i), (ii) or (iv).
9.2 EXIT PROCEDURE
Customer will provide Bank full details of the persons to whom Bank
must deliver Financial Assets and cash a reasonable period before the
effective time of termination of this Agreement. If Customer fails to
provide such details in a timely manner, Bank shall be entitled to
continue to be paid fees under this Agreement until such time as it is
able to deliver the Financial Assets and cash to successor custodian,
but Bank may take such steps as it reasonably determines to be
necessary to protect itself following the effective time of
termination, including ceasing to provide transaction settlement
services in the event that Bank is unwilling to assume any related
credit risk. Bank will in any event be entitled to deduct any amounts,
except contested fees or other legitimate and reasonable contested
amounts owing to it under this Agreement, prior to delivery of the
Financial Assets and cash (and, accordingly, Bank will be entitled to
sell Financial Assets and apply the sale proceeds in satisfaction of
any amounts, except contested fees or other legitimate and reasonable
contested amounts owing to it under this Agreement). Customer will
reimburse Bank promptly for all out-of-pocket expenses it reasonably
incurs in delivering Financial Assets upon termination. Termination
will not affect any of the liabilities either party owes to the other
arising under this Agreement prior to such termination.
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10. MISCELLANEOUS
10.1 NOTICES
Notices (other than Instructions) under this Agreement will be served
by registered mail, other courier or mail delivery with delivery
confirmation or hand delivery to the address of the respective parties
as set out on the first page of this Agreement, unless notice of a new
address is given to the other party in writing. Notice will not be
deemed to be given unless it has been received.
10.2 SUCCESSORS AND ASSIGNS
This Agreement will be binding on each of the parties' successors and
assigns, but the parties agree that neither party can assign its rights
and obligations under this Agreement without the prior written consent
of the other party, which consent will not be unreasonably withheld.
Notwithstanding this prohibition, Customer may assign the right to
recover losses to its insurer, investment manager or its affiliates
that pay for losses sustained by Customer.
10.3 INTERPRETATION
Headings are for convenience only and are not intended to affect
interpretation. References to articles and sections are to articles and
sections of this Agreement and references to sub-sections and
paragraphs are to sub-sections of the sections and paragraphs of the
sub-sections in which they appear.
10.4 ENTIRE AGREEMENT
This Agreement, including the Schedules, Exhibits and any riders (and
any separate agreement which Bank and Customer may enter into with
respect to any Cash Account), sets out the entire Agreement between the
parties in connection with the subject matter, and this Agreement
supersedes any other agreement, statement, or representation relating
to custody, whether oral or written. This Agreement, including the
Schedules, Exhibits and any riders (and any separate agreement which
Bank and Customer may enter into with respect to any Cash Account) or
any term hereof or thereof, may be changed or waived only by a written
amendment, signed by each party.
10.5 INSURANCE
Customer acknowledges that Bank will not be required to maintain any
insurance coverage specifically for the benefit of Customer. Bank will,
however, provide details of its own general insurance coverage to
Customer on request.
10.6 SECURITY HOLDING DISCLOSURE
With respect to Securities and Exchange Commission Rule 14b-2 under The
Shareholder Communications Act regarding disclosure of beneficial
owners to issuers of Securities, Bank is instructed not to disclose the
name, address or Security positions of Customer in response to
shareholder communications requests regarding the Account.
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10.7 USA PATRIOT ACT DISCLOSURE
Section 326 of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 ("USA PATRIOT Act") requires Bank to implement reasonable
procedures to verify the identity of any person that opens a new
Account with it. Accordingly, Customer acknowledges that Section 326 of
the USA PATRIOT Act and Bank's identity verification procedures require
Bank to obtain certain information ("identifying information") from
Customer or on some occasions from third parties regarding Customer.
Customer agrees to provide Bank with and consents to Bank obtaining
from third parties any such identifying information required as a
condition of opening an account with or using any service provided by
Bank.
10.8 GOVERNING LAW AND JURISDICTION
This Agreement will be construed, regulated and administered under the
laws of the U.S. or State of New York, as applicable, without regard to
New York's principles regarding conflict of laws. The U.S. District
Court for the Southern District of New York will have the sole and
exclusive jurisdiction over any lawsuit or other judicial proceeding
relating to or arising from this Agreement. If that court lacks federal
subject matter jurisdiction, the Supreme Court of the State of New
York, New York County will have sole and exclusive jurisdiction. Either
of these courts will have the proper venue for any such lawsuit or
judicial proceeding, and the parties waive any objection to venue or
their convenience as a forum. The parties agree to submit to the
jurisdiction of any of the courts specified and to accept service of
process to vest personal jurisdiction over them in any of these courts.
The parties further hereby knowingly, voluntarily and intentionally
waive, to the fullest extent permitted by Applicable Law, any right to
a trial by jury with respect to any such lawsuit or judicial proceeding
arising or relating to this Agreement or the transactions contemplated
hereby.
10.9 SEVERABILITY; WAIVER; AND SURVIVAL
(a) If one or more provisions of this Agreement are held invalid,
illegal or unenforceable in any respect on the basis of any
particular circumstances or in any jurisdiction, the validity,
legality and enforceability of such provision or provisions under
other circumstances or in other jurisdictions and of the remaining
provisions will not in any way be affected or impaired.
(b) Except as otherwise provided herein, no failure or delay on the
part of either party in exercising any power or right under this
Agreement operates as a waiver, nor does any single or partial
exercise of any power or right preclude any other or further
exercise, or the exercise of any other power or right. No waiver
by a party of any provision of this Agreement, or waiver of any
breach or default, is effective unless it is in writing and signed
by the party against whom the waiver is to be enforced.
(c) The parties' rights, protections, and remedies under this
Agreement shall survive its termination.
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10.10 CONFIDENTIALITY
(a) Each party shall keep confidential any information relating to the
other party's business ("Confidential Information"). Confidential
Information shall include (i) any data or information that is
competitively sensitive material, and not generally known to the
public, including, but not limited to, information about product
plans, marketing strategies, finances, operations, customer
relationships, customer profiles, customer lists, sales estimates,
business plans, and internal performance results relating to the
past, present or future business activities of Customer or Bank
and their respective subsidiaries and affiliated companies; (ii)
any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords Customer
or Bank a competitive advantage over its competitors; (iii) all
confidential or proprietary concepts, documentation, reports,
data, specifications, computer software, source code, object code,
flow charts, databases, inventions, know-how, and trade secrets,
whether or not patentable or copyrightable; and (iv) anything
designated as confidential.
(b) Notwithstanding the foregoing, information shall not be
Confidential Information and shall not be subject to such
confidentiality obligations if: (i) it is necessary for Bank to
release such information in connection with the provision of
services under this Agreement; (ii) it is already known to the
receiving party at the time it is obtained; (iii) it is or becomes
publicly known or available through no wrongful act of the
receiving party; (iv) it is rightfully received from a third party
who, to the best of the receiving party's knowledge, is not under
a duty of confidentiality; (v) it is released by the protected
party to a third party without restriction; (vi) it is requested
or required to be disclosed by the receiving party pursuant to a
court order, subpoena, governmental or regulatory agency request
or law (provided the receiving party will provide the other party
written notice of the same, to the extent such notice is
permitted); (vii) it is relevant to the defense of any claim or
cause of action asserted against the receiving party; (viii) it
has been or is independently developed or obtained by the
receiving party; or (ix) it is necessary for Bank to release such
information to Bank's internal or external accountants or legal
counsel who are subject to a duty of confidentiality.
(c) Bank acknowledges and agrees that in connection with its services
under this Agreement it receives non-public confidential
portfolio holdings information ("Portfolio Information") with
respect to Customer. Bank agrees that, subject to the foregoing
provisions of and the exceptions set forth in this Section 10.10
(other than the exception set forth above in subsection (b)(i) of
this Section 10.10, which exception shall not be applicable to
Customer's Portfolio Information), Bank will keep confidential
Customer's Portfolio Information and will not disclose Customer's
Portfolio Information other than pursuant to a written
certification or Instructions; provided that without the need for
such a written certification or Instructions and notwithstanding
any other provision of this Section 10.10 to the contrary,
Customer's Portfolio Information may be disclosed to any third
party pricing services, Securities Depositories, securities
exchanges or Affiliates, in each case, to the extent necessary in
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connection with the provision of services under this Agreement
and which shall be subject to a duty of confidentiality with
respect to such Portfolio Information.
10.11 COUNTERPARTS
This Agreement may be executed in several counterparts each of which
will be deemed to be an original and together will constitute one and
the same agreement.
10.12 NO THIRD PARTY BENEFICIARIES
A person who is not a party to this Agreement shall have no right to
enforce any term of this Agreement. Notwithstanding this prohibition,
this shall not limit the right to recover losses sustained by Customer
by its insurer, investment manager or its affiliates who have paid for
such losses.
10.13 CERTIFICATIONS
From time to time as requested by Customer, Bank shall provide to
Customer such certifications and sub-certifications, in the form agreed
to by Customer and Bank, with respect to Form N-Qs, Form N-CSRs,
compliance policies and procedures under Rule 38a-1 under the 1940 Act,
and such other matters that may be reasonably requested by Customer or
Customer's Chief Compliance Officer from time to time. In addition,
Bank will, from time to time, provide a written assessment of its
compliance program in conformity with current industry standards that
is reasonably acceptable to Customer to enable Customer to fulfill its
obligations under Rule 38a-1 of the 1940 Act.
10.14 SECTION 17(F)
Bank acknowledges that it satisfies the requirements for a company that
maintains custody of the investments of a registered management
investment company as set forth in Section 17(f) of the 1940 Act.
10.15 REPORTS TO CUSTOMER BY INDEPENDENT PUBLIC ACCOUNTANTS
Bank shall provide Customer at such times as Customer may reasonably
require, which shall be at least annually, reports by independent
public accountants as are available concerning Bank's internal
accounting controls, financial strengths and procedures for
safeguarding securities and other instruments as a custodian of such
securities and other instruments, including but not limited to Bank's
SAS 70 Report prepared by Bank's external auditors.
- 23 -
-------------------------------------------------------------------------------
FIRST TRUST ACTIVE DIVIDEND INCOME FUND JPMORGAN CHASE BANK, N.A.
-------------------------------------------------------------------------------
By:__________________________________ By:________________________________
Name: Name:
Title: Title:
-------------------------------------------------------------------------------
- 24 -
SCHEDULE 1
PERSONS AUTHORIZED TO GIVE INSTRUCTIONS
--------------------------------------------------------------------------------
FULL NAME AND METHOD OF LIMITATION IN TELEPHONE SPECIMEN
OFFICIAL POSITION INSTRUCTION* AUTHORITY** NUMBER SIGNATURE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signed for and on behalf of the Customer by:
Signature:
Name:
Position:
______________________________
*i.e., writing, telephone or facsimile
- 25 -
SCHEDULE 2
AUTHORIZED FUND MANAGERS/ADVISERS
(NOT APPLICABLE)
Persons authorized as fund managers will also have to complete an authority in
similar form to Schedule 2, but with some additional wording. A specimen copy is
attached as Appendix A.
--------------------------------------------------------------------------------
FULL NAME OF FUND ADDRESS ACCOUNTS FOR LIMITATION IN
MANAGER/ADVISER WHICH AUTHORIZED* AUTHORITY
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Signature:
Name:
Position:
______________________________
* If left blank, the Fund Manager is authorized to give instructions on
ALL accounts.
- 26 -
APPENDIX A TO SCHEDULE 2
SPECIMEN FUND MANAGER MANDATE
TO: JPMORGAN CHASE BANK, N.A.
DOMESTIC CUSTODY DIVISION
DATE: ____________________
Dear Sirs,
Re: Domestic Custody for (the "Customer").
We represent that we have been appointed by the Customer as its fund manager for
the account(s) listed below and that we have full authority from the Customer to
give instructions in respect of all transactions relating to the account(s). We
agree to indemnify and hold JPMorgan harmless for any losses, costs or
liabilities it or its agents incur as a result of any breach of this
representation.
We set out the names and specimen signatures of those individuals authorized by
us to operate accounts and give instructions on behalf of the Customer in
respect of the account(s).
JPMorgan may accept and act on any instructions that have been verified in
accordance with a Security Procedure, as defined in the Domestic Custody
Agreement between JPMorgan and the Customer, or, if no such Security Procedure
is applicable, which JPMorgan believes in good faith to have been given by one
of those individuals listed below.
We acknowledge that JPMorgan may record our telephone conversations and agree to
ensure that any codes, passwords or similar devices are reasonably safeguarded.
Unless specified otherwise, all persons authorized to give instructions shall be
authorized to give instructions in respect of all securities and cash accounts,
and shall be authorized to give instructions notwithstanding that they may
result in an overdraft on any cash account.
Signed for and on behalf of [Name of Fund Manager]
Signature:
Name:
Position:
Evidence of Authority to sign this Letter is enclosed:
- 27 -
ACCOUNT(S) COVERED BY THIS MANDATE:
--------------------------------------------------------------------------------
FULL NAME AND METHOD OF LIMITATION IN TELEPHONE SPECIMEN
OFFICIAL POSITION INSTRUCTION* AUTHORITY** NUMBER SIGNATURE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
______________________________
*i.e., writing, telephone or facsimile
- 28 -
SCHEDULE 3
ELECTRONIC ACCESS
1. The Bank shall permit the Customer and its Authorized Persons to
access electronically the applications and products listed on Exhibit 1
to this Agreement (the "Products"). The Bank reserves the right to modify
this Schedule 3 and, subject to the terms and conditions of the
Agreement, the products and services available through the Products, upon
notice to the Customer. The Bank shall endeavour to give the Customer
reasonable notice of its termination or suspension of access hereunder to
any Product, but may do so immediately upon written notice to the
Customer if the Bank determines, in its sole discretion, that providing
access to such Product would violate Applicable Law or that the security
or integrity of such Product is at risk.
2. In consideration of the fees paid by the Customer to the Bank and
subject to any applicable Software License Addendum in relation to Bank
owned or sublicensed Software provided for a particular Application and
Applicable Law, the Bank grants to the Customer on the terms of this
Schedule 3 a non-exclusive license to use the Products and the
information and data made available to the Customer through the Products
(the "Data") for the sole use of the Customer. The Customer may download
the Data and print out hard copies for its reference, provided that it
does not remove any copyright or other notices contained therein or any
hyperlink or other reference to any such notice.
3. The rights and obligations of the parties with respect to the
provision of certain cash products and services via the Products shall
also be governed, to the extent not governed by this Agreement, by the
Bank's terms and conditions relating to such products and services, as
the same may be amended from time to time (the "Product Terms"). If and
to the extent that there is a conflict between the Product Terms and this
Schedule 3, the provisions of this Schedule 3 shall prevail.
4. The Customer acknowledges that there are certain security, corruption,
transaction error and access availability risks associated with using
open networks such as the internet, and the Customer hereby expressly
assumes such risks. The Customer shall make its own independent
assessment of the adequacy of the internet and of the security procedures
made available by the Bank. The Customer acknowledges and agrees that the
selection and use by it of third party security and communications
software and third party service providers is the sole responsibility of
the Customer, and the Bank disclaims all risks related thereto,
notwithstanding that the Bank may recommend certain security and/or
communication software packages. All such software must be interoperable
with the Bank's software. Each of the Customer and the Bank shall be
responsible for the proper functioning, maintenance and security of its
own systems, services, software and other equipment.
5. Notwithstanding the other provisions of the Agreement, the Bank shall
not be liable for any Liabilities arising out of the use or
unavailability of the Bank's web site or any means provided by the Bank
of accessing the Products through the Bank's web site in the absence of
the Bank's gross negligence or willful misconduct.
6. The Customer shall not use the Products to transmit (i) any virus,
worm, or destructive element or any programs or data that may be
reasonably expected to interfere with or disrupt the Products or servers
connected to the Products; (ii) material that violates the rights of
another, including but not limited to the intellectual property rights of
another; and (iii) "junk mail", "spam", "chain letters" or unsolicited
mass distribution of e-mail.
7. The Customer shall promptly and accurately designate in writing to the
Bank the geographic location of its users from time to time. The Customer
further represents and warrants to the Bank that the Customer shall not
access the service from any jurisdiction which the Bank informs the
- 29 -
customer or where the Customer has actual knowledge that the service is
not authorized for use due to local regulations or laws. Prior to
submitting any document which designates the persons authorized to act on
the Customer's behalf, the Customer shall obtain from each individual
referred to in such document all necessary consents to enable the Bank to
process the data set out therein for the purposes of providing the
Products.
8. The Customer shall be responsible for the compliance of its Authorized
Persons with the terms of this Schedule 3.
- 30 -
EXHIBIT 1 TO SCHEDULE 3
PRODUCTS
Browser based Applications:
-------------------------------------- --------------------------------------------------------------------
NAME OF APPLICATION DESCRIPTION
-------------------------------------- --------------------------------------------------------------------
Accounting Provides Internet-based access to verified
accounting data and net asset values.
-------------------------------------- --------------------------------------------------------------------
Accounting Statements Enables Customer to download
official financial statement reports and
associated data files via the Internet.
-------------------------------------- --------------------------------------------------------------------
ACH Initiation Provides Internet based access to
ACH transactions, allowing warehousing for
a period in advance of the settlement date,
interactive deletions, amount changes or
account modifications.
-------------------------------------- --------------------------------------------------------------------
Cash Balances and Transaction
Reporting Allows retrieval of information, review of
transaction histories and determines cash flow for
accounts with the Bank and other financial
institutions worldwide in any currency.
-------------------------------------- --------------------------------------------------------------------
Cash Concentration Reporting
Provides Internet-based access to cash
concentration accounts supported by reports on
deposit banks, divisions and locations.
-------------------------------------- --------------------------------------------------------------------
Compliance Provides internet-based compliance reporting
according to client-defined criteria
permitting the identification and
resolution of violations to client investment
guidelines.
-------------------------------------- --------------------------------------------------------------------
Compliance File Upload
Permits third party compliance
clients to send their portfolio details to the
Bank. Compliance results are delivered via the
internet-based compliance reporting
application.
-------------------------------------- --------------------------------------------------------------------
Continuous Linked Settlement
Allows users to monitor their
Continuous Linked Settlement positions and
individual trades via the Internet via a range
of inquiry and reporting
functions. Optional Continuous Linked
Settlement transaction entry is also available.
-------------------------------------- --------------------------------------------------------------------
Corporate Action Instructions Provides Internet-based instruction capability for
U.S. and global voluntary corporate actions
together with intraday notifications of voluntary
corporate action events.
-------------------------------------- --------------------------------------------------------------------
DataXchange A utility to reformat and translate data to
enable integration between client systems
and the Bank.
-------------------------------------- --------------------------------------------------------------------
File Delivery / Messenger
Enables Customer to
securely download report
-----------------------------------------------------------------------------------------------------------
- 31 -
-------------------------------------- --------------------------------------------------------------------
NAME OF APPLICATION DESCRIPTION
-------------------------------------- --------------------------------------------------------------------
and/or custom data files using SSL encryption.
Customer may also utilise the Bank's
Messenger software to schedule automated
downloads.
-------------------------------------- --------------------------------------------------------------------
Funds Transfer Initiation
Provides initiation of multi currency payments
(through file import, use of free formats or
templates) from accounts with the Bank and other
financial institutions.
-------------------------------------- --------------------------------------------------------------------
Funds Transfer Reporting
Provides Internet-based transaction reports for
wires initiated through JPMorgan ACCESS as
predefined (repetitive)and free-form transfers
for accounts with the Bank and other financial
institutions.
-------------------------------------- --------------------------------------------------------------------
Inquiry and Customer Services
Provides Internet based access to funds transfer
transaction details,initiation of
investigations, receipt of responses and
generation of analytical reports at any time.
-------------------------------------- --------------------------------------------------------------------
Liquidity Reporting and
Transaction Services Provides cash concentration services via the
Internet by facilitating the physical movement of
funds from one account (subsidiary account) to
another account (concentration account).
-------------------------------------- --------------------------------------------------------------------
News & Reference
Provides Internet access to the
Bank's research reports together with global
network information,
financial news and market quotes.
-------------------------------------- --------------------------------------------------------------------
Performance Provides flexible Internet access to a
security level, multi-currency performance measurement
system. Customizable portfolio analytical and
reporting capabilities include risk analysis,
attribution analysis and "what-if" testing
-------------------------------------- --------------------------------------------------------------------
Secure eMail Provides a secure means for Customer to
communicate online with Bank personnel.
-------------------------------------- --------------------------------------------------------------------
Transaction Initiation Provides Internet-based capability for entry and
transmission of U.S. and global custody
transactions.
-------------------------------------- --------------------------------------------------------------------
Trustee and Fiduciary Services Provides Internet-based capability for intra-day
processing, reporting and enquiry for the Bank's
trustee and depository clients
-------------------------------------- --------------------------------------------------------------------
Views Reporting / Portfolio Views
Provides Internet-based custody,
accounting and securities lending
reporting on an intra-day,
close-of-business or historical basis. Bank
clients may choose from standard board-room
quality reports or create and save custom formats.
-------------------------------------- --------------------------------------------------------------------
- 32 -
Software based Applications:
------------------------------------------------------- -----------------------------------------------------
NAME OF APPLICATION DESCRIPTION
------------------------------------------------------- -----------------------------------------------------
Cash Decision Worksheet (CDW)
Provides the ability to integrate data from IM
and CPS modules as well as importing
transactions from the client's account
receivable/payment systems into a Microsoft
Excel spreadsheet to allow customers to
arrive at a more accurate cash position
------------------------------------------------------- -----------------------------------------------------
Client Payment System (CPS)
Provides a global payment system that
supports domestic and global wire transfer in
multiple currencies, supporting both the Bank
and multibank institutions around the
world. Offers US ACH payments against
pre-established accounts worldwide
------------------------------------------------------- -----------------------------------------------------
FX Trader (CTS) A real time
foreign currency trading and payment system that
offers the ability to initiate foreign
currency wires and print foreign currency drafts.
------------------------------------------------------- -----------------------------------------------------
General Ledger (G/L) Provides automatic and manual posting of bank
transactions to general ledger accounts.
User-defined posting rules provide the
ability to automatically assign general ledger
account numbers to each bank reported
transaction
------------------------------------------------------- -----------------------------------------------------
Info-Xchange (CIO) Provides the ability to transmit
payment files to and receive confirmations
from the Bank and required level of
security for these files.
------------------------------------------------------- -----------------------------------------------------
Infostation Administration Permits the Customer to
establish user access to the electronic banking
services formerly known as Single Sign-on.
------------------------------------------------------- -----------------------------------------------------
InfoStation InfoMatch Provides a file comparison tool for
comparing the Customer's file records with an
InfoStation Reporter file.
------------------------------------------------------- -----------------------------------------------------
Infostation Query Permits U.S. custody inquiry initiation, which
allows for investigation of inquiries sent by the
Customer to the Bank's custody operations and/or
the Bank's Customer Service team. Provides the
ability to follow the status of the investigation
(formerly known as InfoQ).
------------------------------------------------------- -----------------------------------------------------
Information Manager (IM) Provides balance and transaction
information retrieval in addition to storage and
inquiry capabilities for multicurrency accounts
with the Bank and other financial institutions
worldwide.
------------------------------------------------------- -----------------------------------------------------
InfoStation Reporter Permits the Customer to access
information related to global custody account
holdings, transactions and cash records.
------------------------------------------------------- -----------------------------------------------------
- 33 -
------------------------------------------------------- -----------------------------------------------------
NAME OF APPLICATION DESCRIPTION
------------------------------------------------------- -----------------------------------------------------
Infostation Transaction Initiation Permits the entry and transmission of U.S. and
global custody transactions (formerly known as
Transaction Entry).
------------------------------------------------------- -----------------------------------------------------
TITAN (Trust Information Transaction Accounting Permits the Customer to access US domestic pension
Network) and custody account asset information, transaction
records and cash projection information.
------------------------------------------------------- -----------------------------------------------------
TITAN Trade Data Entry Permits the Customer's issuance
of instructions relating to U.S. domestic
securities and cash assets under an
authentication protocol, via Cheetah
communications software.
------------------------------------------------------- -----------------------------------------------------
Transaction Reconciliation (Recon) Offers the ability to
match (reconcile) bank reported transactions to
client transactions using a set of client
specified criteria.
------------------------------------------------------- -----------------------------------------------------
Xchange Provides an interface between InfoStation
Reporter data and industry standard
portfolio management systems such as ▇▇▇ and
CAMRA.
------------------------------------------------------- -----------------------------------------------------
- 34 -
SCHEDULE 4
Fees
-------------------------------------------------------------------------------
DOMESTIC CUSTODY CORE SERVICE FEES
-------------------------------------------- ----------------------------------
PRODUCT FEE
-------------------------------------------- ----------------------------------
MARKET VALUE FEES ANNUAL FEE
All domestic assets 0.75 bp
U.S. MARKET TRANSACTION CHARGES PER TRANSACTION
Book Entry $ 5.00
Physical Transactions $50.00
Futures/Options $30.00
Repurchase Agreements $ 8.00
Corporate Actions - Voluntary $30.00
Corporate Actions - Mandatory $16.00
Stock Dividend - Book Entry $14.00
Stock Dividend - Physical $26.00
Wire Transfers $ 8.00
--------------------------------------------- ---------------------------------
GLOBAL CUSTODY CORE SERVICE FEES
Asset charges (per annum) and Transaction charges (per security movement)
-------------------------------------------- ----------------------------------
MARKET OF HOLDINGS TRANSACTIONS
INVESTMENT (BASIS POINTS) (U.S. DOLLARS)
-------------------------------------------- ----------------------------------
Euroclear 1.50 20.00
------------------------------------------------------------------------------
OUT-OF-POCKET FEES
-------------------------------------------------------------------------------
OUT-OF-POCKET CHARGES
-------------------------------------------------------------------------------
The Fund will reimburse JPMWSS for reasonable out-of-pocket expenses incurred on
its behalf.
Custody out-of-pocket charges include, but are not limited to, re-registration
charges, scrip fees, ad valorum taxes, transportation costs for shipment of
physical securities, etc.
-------------------------------------------------------------------------------
- 35 -
JPMORGAN [GRAPHIC OMITTED]
================================================================================
GLOBAL CUSTODY RIDER
TO DOMENSTIC CUSTODY AGREEMENT
BETWEEN
FIRST TRUST ACTIVE DIVIDEND INCOME FUND
AND
JPMORGAN CHASE BANK, N.A.
================================================================================
JPMORGAN [GRAPHIC OMITTED]
GLOBAL CUSTODY RIDER
TO
DOMESTIC CUSTODY AGREEMENT
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 INTENTION OF THE PARTIES.
(a) This Rider together with the Domestic
Custody Agreement sets out the terms on
which Bank will be providing custodial,
settlement and other associated services to
the Customer with respect to Global
Securities (i.e. Securities other than U.S.
Securities, which are governed exclusively
by the terms of the Domestic Custody
Agreement). To the extent there are any
inconsistencies between the terms of the
Domestic Custody Agreement and the terms of
this Rider, the terms of this Rider shall
govern.
(b) Investing in Financial Assets and cash in
foreign jurisdictions may involve risks of
loss or other special features. The Customer
acknowledges that Bank is not providing any
legal, tax or investment advice in providing
the services under this Rider and will not
be liable for any losses resulting from
Country Risk.
1.2 DEFINITIONS.
All capitalized terms used in this Rider, unless
defined herein, shall have the meanings given to such terms as
set forth in the Domestic Custody Agreement.
"1940 ACT" means Investment Company Act of 1940, as amended.
"AFFILIATED SUBCUSTODIAN" means a Subcustodian that is an
Affiliate.
"AFFILIATED ELIGIBLE FOREIGN CUSTODIAN" means an Eligible
Foreign Custodian that is an Affiliate.
"BANK" means JPMorgan Chase Bank, N.A.
"BANK'S LONDON BRANCH" means the London branch office of
JPMorgan Chase Bank, N.A.
"COUNTRY RISK" means the risk of investing or holding assets
in a particular country or market, including, but not limited
to, risks arising from nationalization, expropriation or other
governmental actions; the country's financial infrastructure,
including prevailing custody, tax and settlement practices;
laws applicable to the safekeeping and recovery of Financial
Assets and cash held in custody; the regulation of the banking
and securities industries, including changes in market rules;
currency restrictions, devaluations or fluctuations; and market
conditions affecting the orderly execution of securities
transactions or the value of assets.
"CUSTOMER" means First Trust Active Dividend Income Fund.
"DOMESTIC CUSTODY AGREEMENT" OR "DCA" means the Domestic
Custody Agreement between Bank and Customer.
"ELIGIBLE FOREIGN CUSTODIAN" means a Subcustodian appointed by
Bank from time to time to hold Financial Assets that meets the
following criteria: (i) a banking institution or trust company,
incorporated or organized under the laws of a country other
than the United States, that is regulated as such by that
country's government or an agency thereof; (ii) a
majority-owned direct or indirect subsidiary of a U.S. bank or
bank holding company which subsidiary is incorporated or
organized under the laws of a country other than the United
States; and (iii) any other entity (other than an Eligible
Securities Depository) that shall have been so qualified by
exemptive order, rule or other appropriate action of the SEC.
"ELIGIBLE SECURITIES DEPOSITORY" has the meaning set forth in
paragraph (b)(1) of Rule 17f-7.
"FINANCIAL ASSETS" as used in this Rider shall relate
exclusively to Global Securities.
"FOREIGN CUSTODY MANAGER" has the meaning set forth in
paragraph (a) of Section 2.10 of this Rider.
"GLOBAL SECURITIES" has the meaning of Foreign Assets set forth
in paragraph (a)(2) of Rule 17f-5.
"RULE 17F-5" means Rule 17f-5 promulgated under the 1940 Act.
"RULE 17F-7" means Rule 17f-7 promulgated under the 1940 Act.
"SEC" means the Securities and Exchange Commission.
"SUBCUSTODIAN" means any of the subcustodians appointed by Bank
from time to time to hold Securities and act on its behalf in
different jurisdictions (and being at the date of this Rider
the entities listed in Schedule 1) and includes any Affiliated
Subcustodian. Subcustodians are Securities Intermediaries.
2
"U.S. BANK" means a U.S. bank as defined in paragraph (a)(7) of
Rule 17f-5.
2. WHAT BANK IS REQUIRED TO DO
2.1 CASH ACCOUNTS.
(a) For the purpose of this Rider, Cash Accounts
mean one or more deposit accounts in the
name of Customer at Bank's London Branch.
Any cash so deposited with Bank's London
Branch shall be payable exclusively by
Bank's London Branch in the applicable
currency, subject to compliance with any
Applicable Law, including, without
limitation, any restrictions on transactions
in the applicable currency imposed by the
country of the applicable currency.
(b) Notwithstanding paragraph (a) hereof, cash
held in respect of those markets where
Customer is required to have a cash account
in its own name held directly with the
relevant Eligible Foreign Custodian or
Eligible Securities Depository will be held
in that manner and will not be part of the
Cash Account.
2.2 SEGREGATION OF ASSETS; NOMINEE NAME.
(a) Bank will require each Eligible Foreign
Custodian to identify in its own records
that Financial Assets held at such Eligible
Foreign Custodian by Bank on behalf of its
customers belong to customers of Bank (to
the extent permitted by Applicable Law or
market practice), such that it is readily
apparent that the Financial Assets do not
belong to Bank or the Eligible Foreign
Custodian.
(b) Bank and Eligible Foreign Custodian are
authorized to register in the name of
Eligible Foreign Custodian such Financial
Assets as are customarily held in registered
form. Customer authorizes Bank or its
Eligible Foreign Custodian to hold Financial
Assets in omnibus accounts on a fungible
basis and to accept delivery of Financial
Assets of the same class and denomination as
those deposited with Bank or the Eligible
Foreign Custodian.
2.3 INCOME COLLECTION; AUTOCREDIT.
Bank shall provide income collection and AutoCredit
service for Global Securities as set forth in Section
2.7 of the DCA.
3
2.4 ONTRACTUAL SETTLEMENT DATE ACCOUNTING.
If Customer has elected to have contractual
settlement date accounting basis service for the
Global Securities credited to its Securities Account,
Bank will provide such service with respect to the
settlement of transactions in those global markets
where the service is offered as provided in Section
2.5 of the DCA.
2.5 PROXY VOTING WITH RESPECT TO GLOBAL SECURITIES.
(a) Bank will monitor information distributed to
holders of Financial Assets about upcoming
shareholder meetings, promptly notify the
Customer of such information and, subject to
Section 2.5(c) hereof, act in accordance
with Customer's Instructions in relation to
such meetings (the "PROXY VOTING SERVICE").
(b) The Proxy Voting Service is available only
in certain markets, details of which are
available from Bank on request. Provision of
the Proxy Voting Service is conditional upon
receipt by Bank of a duly completed
enrollment form as well as additional
documentation that may be required for
certain markets.
(c) The Proxy Voting Service does not include
physical attendance at shareholder meetings.
Requests for physical attendance at
shareholder meetings can be made but they
will be evaluated and agreed to by Bank on a
case by case basis.
(d) Customer acknowledges that the provision of
the Proxy Voting Service may be precluded or
restricted under a variety of circumstances.
These circumstances include, but are not
limited to:
(i) the Financial Assets being on loan or
out for registration;
(ii) the pendency of conversion or another
corporate action;
(iii) the Financial Assets being held in a
margin or collateral account at Bank or
another bank or broker, or otherwise in
a manner which affects voting; and
(iv) local market regulations or practices,
or restrictions by the issuer.
4
Additionally, in some cases Bank may be
required to vote all shares held for a
particular issue for all of Bank's customers
in the same way. Bank will inform Customer
where this is the case.
2.6 ACCESS TO ELIGIBLE FOREIGN CUSTODIAN'S RECORDS.
Subject to restrictions under Applicable Law, Bank
will obtain an undertaking to permit Customer's
auditors and independent public accountants
reasonable access to the records of any Eligible
Foreign Custodian of Financial Assets held in the
Securities Account as may be required in connection
with such examination.
2.7 MAINTENANCE OF FINANCIAL ASSETS AT ELIGIBLE FOREIGN
CUSTODIAN LOCATIONS.
Unless Instructions (as detailed in Article 3
entitled "Instructions" of the DCA) require another
location acceptable to Bank, Financial Assets will be
held in the country or jurisdiction in which their
principal trading market is located, where such
Financial Assets may be presented for payment, where
such Financial Assets were acquired or where such
Financial Assets are held. Bank reserves the right to
refuse to accept delivery of Financial Assets or cash
in countries and jurisdictions other than those
referred to in Schedule 1 to this Rider, as in effect
from time to time.
2.8 TAX RELIEF SERVICES.
Bank will provide for Global Securities, as set forth
in Section 8.2 of the DCA, the same tax relief
services that Bank provides for American Depository
Receipts.
2.9 FOREIGN EXCHANGE TRANSACTIONS.
To facilitate the administration of Customer's
trading and investment activity, Bank may, but will
not be obliged to, enter into spot or forward foreign
exchange contracts with Customer, or an Authorized
Person, and may also provide foreign exchange
contracts and facilities through its Affiliates or
Subcustodians. Instructions, including standing
Instructions, may be issued with respect to such
contracts, but Bank may establish rules or
limitations concerning any foreign exchange facility
made available. In all cases where Bank, its
Affiliates or Subcustodians enter into a master
foreign exchange contract that covers foreign
exchange transactions for the Accounts, the terms and
conditions of that foreign exchange contract and, to
the extent not inconsistent, this Rider, will apply
to such transactions.
5
2.10 COMPLIANCE WITH RULE 17F-5.
(a) Customer's board of directors (or equivalent body)
(hereinafter "Board") hereby delegates to Bank, and,
except as to the country or countries as to which Bank
may, from time to time, advise Customer that it does
not accept such delegation, Bank hereby accepts the
delegation to it, of the obligation to perform as
Customer's "Foreign Custody Manager" (as that term is
defined in paragraph (a)(3) of Rule 17f-5 as
promulgated under the 1940 Act), including for the
purposes of: (i) selecting Eligible Foreign Custodians
(as that term is defined in paragraph (a)(1) of Rule
17f-5, and as the same may be amended from time to
time, or that have otherwise been exempted pursuant to
an SEC exemptive order) to hold foreign Financial
Assets and cash, (ii) evaluating the contractual
arrangements with such Eligible Foreign Custodians (as
set forth in paragraph (c)(2) of Rule 17f-5) and (iii)
monitoring such foreign custody arrangements (as set
forth in paragraph (c)(3) of Rule 17f-5).
(b) In connection with the foregoing, Bank shall:
(i) provide written reports notifying
Customer's Board of the placement of
Financial Assets and cash with
particular Eligible Foreign Custodians
and of any material change in the
arrangements with such Eligible Foreign
Custodians, with such reports to be
provided to Customer's Board at such
times as the Board deems reasonable and
appropriate based on the circumstances
of Customer's foreign custody
arrangements (and, until further notice
from Customer, such reports shall be
provided not less than quarterly with
respect to the placement of Financial
Assets and cash with particular Eligible
Foreign Custodians and with reasonable
promptness upon the occurrence of any
material change in the arrangements with
such Eligible Foreign Custodians);
(ii) exercise such reasonable care, prudence
and diligence in performing as
Customer's Foreign Custody Manager as a
person having responsibility for the
safekeeping of foreign Financial Assets
and cash would exercise;
(iii) in selecting an Eligible Foreign
Custodian, first have determined that
foreign Financial Assets and cash placed
and maintained in the safekeeping of
such Eligible Foreign Custodian shall be
subject to reasonable care, based on the
standards applicable to custodians in
the relevant market, after having
considered all factors relevant to the
safekeeping of such foreign Financial
Assets and cash, including, without
limitation, those factors set forth in
paragraphs (c)(1)(i)-(iv) of Rule 17f-5;
6
(iv) determine that the written contract with
an Eligible Foreign Custodian requires
that the Eligible Foreign Custodian
shall provide reasonable care for
foreign Financial Assets and cash based
on the standards applicable to
custodians in the relevant market; and
(v) have established a system to monitor the
continued appropriateness of maintaining
foreign Financial Assets and cash with
particular Eligible Foreign Custodians
and of the governing contractual
arrangements; it being understood,
however, that in the event that Bank
shall have determined that the existing
Eligible Foreign Custodian in a given
country would no longer afford foreign
Financial Assets and cash reasonable
care and that no other Eligible Foreign
Custodian in that country would afford
reasonable care, Bank shall promptly so
advise Customer and shall then act in
accordance with the Instructions of
Customer with respect to the disposition
of the affected foreign Financial Assets
and cash.
Subject to (b)(i)-(v) above, Bank is hereby
authorized to place and maintain foreign
Financial Assets and cash on behalf of
Customer with Eligible Foreign Custodians
pursuant to a written contract deemed
appropriate by Bank.
(c) Except as expressly provided herein, Customer shall be
solely responsible to assure that the maintenance of
foreign Financial Assets and cash hereunder complies
with the rules, regulations, interpretations and
exemptive orders as promulgated by or under the
authority of the SEC.
(d) Bank represents to Customer that it is a U.S. Bank as
defined in paragraph (a)(7) of Rule 17f-5. Customer
represents to Bank that: (1) the foreign Financial
Assets and cash being placed and maintained in Bank's
custody
7
are subject to the 1940 Act, as the same may be amended
from time to time; (2) (i) its Board has determined
that it is reasonable to rely on Bank to perform as
Customer's Foreign Custody Manager or (ii) its Board or
its investment adviser shall have determined that
Customer may maintain foreign Financial Assets and cash
in each country in which Customer's Financial Assets
and cash shall be held hereunder and determined to
accept Country Risk. Nothing contained herein shall
require Bank to make any selection or to engage in any
monitoring on behalf of Customer that would entail
consideration of Country Risk.
(e) Bank shall provide to Customer such information
relating to Country Risk as is specified in Appendix
1-A hereto. Customer hereby acknowledges that: (i)
such information is solely designed to inform Customer
of market conditions and procedures and is not
intended as a recommendation to invest or not invest
in particular markets; and (ii) Bank has gathered the
information from sources it considers reliable, but
that Bank shall have no responsibility for
inaccuracies or incomplete information.
2.11 COMPLIANCE WITH RULE 17F-7.
(a) Bank shall, for consideration by Customer, provide an
analysis of the custody risks associated with
maintaining Customer's foreign Financial Assets and
cash with each Eligible Securities Depository used by
Bank as of the date hereof (or, in the case of an
Eligible Securities Depository not used by Bank as of
the date hereof, prior to the initial placement of
Customer's foreign Financial Assets and cash at such
Depository) and at which any foreign Financial Assets
and cash of Customer are held or are expected to be
held. The foregoing analysis will be provided to
Customer at Bank's Website. In connection with the
foregoing, Customer shall notify Bank of any Eligible
Securities Depositories at which it does not choose to
have its foreign Financial Assets and cash held. Bank
shall monitor the custody risks associated with
maintaining Customer's foreign Financial Assets and
cash at each such Eligible Securities Depository on a
continuing basis and shall promptly notify Customer or
its adviser of any material changes in such risks.
(b) Bank shall exercise reasonable care, prudence and
diligence in performing the requirements set forth in
Section 2.11(a) above.
(c) Based on the information available to it in the
exercise of reasonable care, prudence and diligence,
Bank shall determine the eligibility under Rule 17f-7
of each depository before including it as an Eligible
Securities Depository on Appendix 1-B hereto and shall
8
promptly advise Customer if any Eligible Securities
Depository ceases to be eligible. (Eligible
Securities Depositories used by Bank as of
the date hereof are set forth in Appendix
1-B hereto, and as the same may be amended
on notice to Customer from time to time.)
2.12 HOLDING FINANCIAL ASSETS.
Bank shall identify on its books as belonging to
Customer the Financial Assets held by each Eligible
Foreign Custodian or Eligible Securities Depository.
Bank may hold Financial Assets for all of its
customers, including Customer, with any Eligible
Foreign Custodian in an account that is identified as
belonging to Bank for the benefit of its customers,
provided however, that the records of Bank with
respect to Financial Assets of Customer which are
maintained in such account shall identify those
securities as belonging to Customer.
2.13 COMPLIANCE WITH LAWS.
Bank undertakes to comply with all applicable laws,
rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be
performed by Bank hereunder (including without
limitation Rule 17f-5 and Rule 17f-7).
3. INSTRUCTIONS
Bank will act upon all Instructions received from Customer
with respect to the Financial Assets and cash held for the
Accounts in accordance with Article 3 of the DCA and this
Rider.
4. FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 FEES AND EXPENSES.
Customer will pay Bank for its services under this
Rider such fees as may be agreed upon in writing from
time to time, together with Bank's reasonable
out-of-pocket or incidental expenses, including, but
not limited to, legal fees. Invoices will be payable
within thirty (30) days of the date of the invoice.
If the Customer disputes an invoice, it shall
nevertheless pay on or before the date that payment
is due such portion of the invoice as is not subject
to a bona fide dispute. The Bank may deduct amounts
invoiced from the Cash Account except to the extent
that the Customer has objected to the invoice within
thirty (30) days of the date of the invoice (or such
other period as the parties may agree in writing).
4.2 OVERDRAFTS.
9
If a debit to any currency in the Cash Account
results in a debit balance in that currency, then
Bank may, in its discretion, (i) advance an amount
equal to the overdraft, (ii) reject the settlement in
whole or in any part, or (iii) if posted to the
Securities Account, reverse the posting of the
Financial Assets credited to the Securities Account.
If Bank elects to make such an advance, the advance
will be deemed a loan to Customer, payable on demand,
bearing interest at the rate charged by Bank from
time to time, for overdrafts incurred by customers
similar to Customer, from the date of such advance to
the date of payment (both after as well as before
judgment) and otherwise on the terms on which Bank
makes similar overdrafts available from time to time.
No prior action or course of dealing on Bank's part
with respect to the settlement of transactions on
Customer's behalf will be asserted by Customer
against Bank for Bank's refusal to make advances to
the Cash Account or to settle any transaction for
which Customer does not have sufficient available
funds in the Account.
5. ELIGIBLE FOREIGN CUSTODIANS
5.1 APPOINTMENT OF ELIGIBLE FOREIGN CUSTODIANS.
(a) Subject to Section 2.10 of this Rider, Bank is
authorized under this Rider to act through and hold
Customer's Financial Assets with Eligible Foreign
Custodians, being at the date of this Rider the
entities listed in Schedule 1 and/or such other
entities as Bank may appoint as Eligible Foreign
Custodians. Bank will use reasonable care, prudence
and diligence in the selection, monitoring and
continued appointment of such Eligible Foreign
Custodians. In addition, subject to Section 2.11 of
this Rider, Bank and each Eligible Foreign Custodian
may deposit Financial Assets with, and hold Financial
Assets in any Eligible Securities Depository on such
terms as such Eligible Securities Depository
customarily operates and Customer will provide Bank
with such documentation or acknowledgements that Bank
may require to hold the Financial Assets in such
Eligible Securities Depository. At the request of
Customer, Bank may, but need not, add to Appendix 1-B
an Eligible Foreign Custodian where Bank has not acted
as Foreign Custody Manager with respect to the
selection thereof. Bank shall notify Customer in the
event that it elects to add any such entity.
(b) Any agreement Bank enters into with an Eligible
Foreign Custodian for holding Bank's customers'
Financial Assets will satisfy the requirements of
paragraph (c)(2) of Rule 17f-5. Bank shall be
responsible for all claims for payment of fees for
safe custody or administration so that no Eligible
Foreign Custodian exercises any claim for such payment
against Customer's assets. Where an Eligible Foreign
Custodian deposits Financial Assets with an Eligible
Securities Depository, Bank will cause the Eligible
Foreign Custodian to identify on its records as
belonging to Bank, as
10
agent, the Financial Assets shown on the Eligible
Foreign Custodian's account at such Eligible Securities
Depository. The foregoing will not apply to the extent
of any special agreement or arrangement made by
Customer with any particular Eligible Foreign
Custodians.
5.2 LIABILITY FOR ELIGIBLE FOREIGN CUSTODIANS.
(a) Subject to the limitations of liability of Bank set
forth in paragraph (b) of Section 7.1 of the DCA, Bank
will be liable only for direct losses incurred by
Customer that result from:
(i) the failure by an Eligible Foreign
Custodian to use reasonable care in the
provision of custodial services by it in
accordance with the standards prevailing
in the relevant market or from the fraud
or willful default of such Eligible
Foreign Custodian in the provision of
custodial services by it; or
(ii) the insolvency of any Affiliated
Eligible Foreign Custodian.
(b) Subject to paragraph (a) of Section 5.1 of this Rider
and Bank's duty to use reasonable care, prudence and
diligence in the monitoring of an Eligible Foreign
Custodian's financial condition as reflected in its
published financial statements and other publicly
available financial information concerning it
customarily reviewed by Bank in its oversight process,
Bank will not be responsible for the insolvency of any
Eligible Foreign Custodian which is not a branch or an
Affiliated Eligible Foreign Custodian.
(c) Subject to Section 2.10 of this Rider, Bank reserves
the right to add, replace or remove Eligible Foreign
Custodians. Bank will give prompt notice of any such
action, which will be advance notice if practicable.
Upon request by Customer, Bank will identify the name,
address and principal place of business of any
Eligible Foreign Custodian and the name and address of
the governmental agency or other regulatory authority
that supervises or regulates such Eligible Foreign
Custodian.
11
5.3 LIABILITY FOR SECURITIES DEPOSITORIES.
Except as set forth in Section 2.11 of this Rider,
Bank is not responsible for the selection or
monitoring of any Eligible Securities Depository and
will not be liable for any act or omission by (or the
insolvency of) any Eligible Securities Depository.
Nevertheless, Bank shall comply with Section 7.1(a)
of the DCA in its interactions with Eligible
Securities Depositories, and such interactions are
subject to Section 7.1(b) of the DCA. In the event
Customer incurs a loss due to the negligence, bad
faith, willful misconduct or insolvency of an
Eligible Securities Depository, Bank will make good
faith efforts to seek recovery from the Eligible
Securities Depository, but Bank will not be obligated
to institute legal proceedings, file a proof of claim
in any insolvency proceeding or take any similar
action.
6. WHEN BANK IS LIABLE TO CUSTOMER
Bank and Customer shall be entitled to all the protective
provisions of Article 7 of the DCA in the performance of
Bank's duties and obligations under this Rider. Under Section
7.1(c) of the DCA, Bank shall be indemnified by Customer for
any Liability Bank may incur in connection with the provision
by an Eligible Foreign Custodian of the services set forth in
this Rider, except in connection with any Liability for which
Bank is liable under Section 5.2 of this Rider or which is the
result of Bank's failure to comply with Section 2.10 of this
Rider or Section 7.1(a) of the DCA.
7. ADDITIONAL TAX OBLIGATIONS
Customer will provide to Bank such certifications,
documentation and information as it may require in connection
with taxation, and warrants that, when given, this information
is true and correct in every respect, not misleading in any
way and contains all material information. Customer undertakes
to notify Bank immediately if any information requires
updating or correcting.
8. MISCELLANEOUS
8.1 INFORMATION CONCERNING DEPOSITS AT BANK'S LONDON BRANCH.
The Financial Services Compensation Scheme (the
"FSCS") was created under the Financial Services and
Markets ▇▇▇ ▇▇▇▇. The terms of the FSCS offer
protection in connection with deposits and
investments in the event of the person to whom Bank's
London Branch provides services suffering a financial
loss as a direct consequence of Bank's London Branch
being unable to meet any of its liabilities, and
subject to the FSCS rules regarding eligible
claimants and eligible claims, the Customer may have
a right to claim compensation from the FSCS. Subject
to the terms of the FSCS, the limit on the maximum
12
compensation sum payable by the FSCS in relation to
investment business is (pound)48,000 and in relation
to deposits is (pound)31,700. A detailed description
of the FSCS (including information on how to make a
claim, eligibility criteria and the procedures
involved) is available from the FSCS who can be
contacted at ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇.
8.2 SEVERABILITY AND WAIVER.
(a) If one or more provisions of this Rider are held
invalid, illegal or unenforceable in any respect on the
basis of any particular circumstances or in any
jurisdiction, the validity, legality and enforceability
of such provision or provisions under other
circumstances or in other jurisdictions and of the
remaining provisions will not in any way be affected or
impaired.
(b) Except as otherwise provided herein, no failure or
delay on the part of either party in exercising any
power or right under this Rider operates as a waiver,
nor does any single or partial exercise of any power or
right preclude any other or further exercise, or the
exercise of any other power or right. No waiver by a
party of any provision of this Rider, or waiver of any
breach or default, is effective unless in writing and
signed by the party against whom the waiver is to be
enforced.
(c) The parties' rights, protections and remedies under
this Rider shall survive its termination.
8.3 SECTIONS INCORPORATED BY REFERENCE.
For the avoidance of doubt, the entire Article 10 of
the DCA is incorporated by reference into this Rider.
All references to "Agreement" therein shall be read
to include this Rider.
8.4 TERMINATION.
(a) Customer may terminate this Rider on sixty (60) days'
written notice to Bank without the payment of any
termination fee. Bank may terminate this Rider on one
hundred and eighty (180) days' written notice to
Customer.
(b) Notwithstanding Section 8.4(a):
(i) Either party may terminate this Rider
immediately on written notice to the
other party in the event that a material
breach of this Rider by
13
the other party has not been cured within
thirty (30) days of that party being
given written notice of the material
breach;
(ii) Either party may terminate this Rider
immediately on written notice to the
other party upon the other party being
declared bankrupt, entering into a
composition with creditors, obtaining a
suspension of payment, being put under
court controlled management or being the
subject of a similar measure; and
(iii) Bank may terminate this Rider on sixty
(60) days' written notice to Customer in
the event that Bank reasonably
determines that Customer has ceased to
satisfy Bank's customary credit
requirements.
(c) This Rider shall automatically terminate with the
termination or nonrenewal of the DCA. Article 9 of the
DCA, to the extent applicable, shall apply to any such
termination of this Rider.
8.5 OBLIGATIONS OF CUSTOMER.
For the avoidance of doubt, Section 6.4 of the DCA is
incorporated by reference into this Rider.
-------------------------------------------------------------------------------
FIRST TRUST ACTIVE DIVIDEND INCOME FUND JPMORGAN CHASE BANK, N.A.
-------------------------------------------------------------------------------
By:__________________________________ By:______________________________
Name: Name:
Title: Title:
Date: Date:
-------------------------------------------------------------------------------
14
Appendix 1-A
Information Regarding Country Risk
1. To aid Customer in its determinations regarding Country Risk, Bank
shall furnish annually and upon the initial placing of Financial Assets and cash
into a country the following information:
A. Opinions of local counsel concerning:
i. Whether applicable foreign law would restrict the access afforded
Customer's independent public accountants to books and records
kept by an eligible foreign custodian located in that country.
ii. Whether applicable foreign law would restrict Customer's ability
to recover its Financial Assets and cash in the event of the
bankruptcy of an Eligible Foreign Custodian located in that
country.
iii. Whether applicable foreign law would restrict Customer's ability
to recover Financial Assets that are lost while under the control
of an Eligible Foreign Custodian located in the country.
B. Written information concerning:
i. The foreseeability of expropriation, nationalization, freezes, or
confiscation of Customer's Financial Assets.
ii. Whether difficulties in converting Customer's cash and cash
equivalents to U.S. dollars are reasonably foreseeable.
C. A market report with respect to the following topics:
(i) securities regulatory environment, (ii) foreign ownership
restrictions, (iii) foreign exchange, (iv) securities settlement
and registration, (v) taxation, and (vi) depositories (including
depository evaluation), if any.
2. To aid Customer in monitoring Country Risk, Bank shall furnish board
the following additional information:
Market flashes, including with respect to changes in the information in
market reports.
15
Appendix 1-B
ELIGIBLE SECURITIES DEPOSITORIES
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
ARGENTINA CVSA Equity, Corporate Debt, Government Debt
(Caja de Valores S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
CRYL Government Debt
(Central de Registration y Liquidacion de
Instrumentos de Endeudamiento Publico)
-------------------------- ---------------------------------------------- -----------------------------------------------
AUSTRALIA Austraclear Limited Corporate Debt, Money Market, Government Debt
and Semi-Government Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
CHESS Equity
(Clearing House Electronic Sub-register
System)
-------------------------- ---------------------------------------------- -----------------------------------------------
AUSTRIA OeKB Equity, Corporate Debt, Government Debt
(Oesterreichische Kontrollbank AG)
-------------------------- ---------------------------------------------- -----------------------------------------------
BAHRAIN CSDR Equity
(Clearing, Settlement, Central Depository
and Registry System)
-------------------------- ---------------------------------------------- -----------------------------------------------
BANGLADESH CDBL Equity, Government Debt
(Central Depository Bangladesh Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
BELGIUM Euroclear Belgium Equity, Corporate Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
NBB Corporate Debt, Government Debt
(National Bank of Belgium)
-------------------------- ---------------------------------------------- -----------------------------------------------
BERMUDA BSD Equity
(Bermuda Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
BRAZIL CBLC Equity
(Companhia Brasileira de Liquidacao e
Custodia)
-------------------------- ---------------------------------------------- -----------------------------------------------
CETIP Corporate Debt
(Central de Custodia e de Liquidacao
Financiera de Titulos Privados)
-------------------------- ---------------------------------------------- -----------------------------------------------
SELIC Government Debt
(Sistema Especial de Liquidacao e Custodia)
-------------------------- ---------------------------------------------- -----------------------------------------------
BULGARIA BNB Government Debt
(Bulgaria National Bank)
-------------------------- ---------------------------------------------- -----------------------------------------------
CDAD Equity, Corporate Debt
(Central Depository A.D.)
-------------------------- ---------------------------------------------- -----------------------------------------------
CANADA CDS Equity, Corporate, Government Debt
(The Canadian Depository for Securities
Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
16
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
CHILE DCV Equity, Corporate Debt, Government Debt
(Deposito Central de Valores S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
CHINA, SHANGHAI CSDCC, Shanghai Branch Equity
(China Securities Depository and Clearing
Corporation Limited, Shanghai Branch)
-------------------------- ---------------------------------------------- -----------------------------------------------
CHINA, SHENZHEN CSDCC, Shenzhen Branch Equity
(China Securities Depository and Clearing
Corporation Limited, Shenzhen Branch)
-------------------------- ---------------------------------------------- -----------------------------------------------
COLOMBIA DCV Government Debt
(Deposito Central de Valores)
-------------------------- ---------------------------------------------- -----------------------------------------------
DECEVAL Equity, Corporate Debt, Government Debt
(Deposito Centralizado de Valores de
Colombia S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
CROATIA CDA Equity, Corporate Debt, Government Debt
(Central Depository Agency Inc. - Stredisnja
depozitarna agencija d.d.)
-------------------------- ---------------------------------------------- -----------------------------------------------
CYPRUS CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
CZECH REPUBLIC SCP Equity, Corporate Debt, Government Debt
(Stredisko cennych papiru - Ceska republica)
-------------------------- ---------------------------------------------- -----------------------------------------------
CNB Government Debt
(Czech National Bank)
-------------------------- ---------------------------------------------- -----------------------------------------------
DENMARK VP Equity, Corporate Debt, Government Debt
(Vaerdipapircentralen A/S)
-------------------------- ---------------------------------------------- -----------------------------------------------
EGYPT MCSD Equity, Corporate Debt
(Misr for Clearing, Settlement and
Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
CBE Government Debt
(Central Bank of Egypt)
-------------------------- ---------------------------------------------- -----------------------------------------------
ESTONIA ECDS Equity, Corporate Debt, Government Debt
(Estonian Central Depository for Securities
Limited - Eesti Vaatpaberite
Keskdepositoorium)
-------------------------- ---------------------------------------------- -----------------------------------------------
FINLAND APK Equity, Corporate Debt, Government Debt
(Finnish Central Securities Depository
Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
FRANCE Euroclear France Equity, Corporate Debt, Government Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
GERMANY CBF Equity, Corporate Debt, Government Debt
(Clearstream Banking AG)
-------------------------- ---------------------------------------------- -----------------------------------------------
GHANA CSD Government Debt
(Bank of Ghana Central Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
17
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
GREECE CSD Equity, Corporate Debt, Government Debt
(Central Securities Depository S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
BoG Government Debt
(Bank of Greece)
-------------------------- ---------------------------------------------- -----------------------------------------------
HONG KONG HKSCC Equity
(Hong Kong Securities Clearing Company
Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
CMU Corporate Debt, Government Debt
(Central Moneymarkets Unit)
-------------------------- ---------------------------------------------- -----------------------------------------------
HUNGARY KELER Zrt. Equity, Corporate Debt, Government Debt
(Central Clearing House and Depository
(Budapest) Zrt. - Kozponti Elszamolohaz es
Ertektar (Budapest) Zrt.)
-------------------------- ---------------------------------------------- -----------------------------------------------
ICELAND ISD Equity, Corporate Debt, Government Debt
(The Islandic Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
INDIA NSDL Equity, Corporate Debt, Government Debt
(National Securities Depository Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
CDSL Equity
(Central Depository Services (India) Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
RBI Government Debt
(Reserve Bank of India)
-------------------------- ---------------------------------------------- -----------------------------------------------
INDONESIA KSEI Equity, Corporate Debt
(PT Kustodian Sentral Efek Indonesia)
-------------------------- ---------------------------------------------- -----------------------------------------------
Bank Indonesia Government Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
INTERNATIONAL SECURITIES CBL Internationally Traded Debt, Equity
MARKET (Clearstream Banking, S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
Euroclear Bank S.A./N.V. Internationally Traded Debt, Equity
-------------------------- ---------------------------------------------- -----------------------------------------------
IRELAND Euroclear UK & Ireland Equity, Corporate Debt
(Euroclear UK & Ireland Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
ISRAEL TECH Equity, Corporate Debt, Government Debt
(Tel Aviv Stock Exchange Clearing House Ltd.)
-------------------------- ---------------------------------------------- -----------------------------------------------
ITALY Monte Titoli S.p.A. Equity, Corporate Debt, Government Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
IVORY COAST DC/BR Equity
(Le Depositaire Central / Banque de
Reglement)
-------------------------- ---------------------------------------------- -----------------------------------------------
JAMAICA JCSD Equity, Corporate Debt, Government Debt
(Jamaica Central Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
18
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
JAPAN JASDEC Equity, Convertible Debt
(Japan Securities Depository Center,
Incorporated)
-------------------------- ---------------------------------------------- -----------------------------------------------
BoJ Registered Government Debt
(Bank of Japan)
-------------------------- ---------------------------------------------- -----------------------------------------------
JSSC Foreign Securities
(Japan Securities Settlement and Custody,
Inc.)
-------------------------- ---------------------------------------------- -----------------------------------------------
JORDAN SDC Equity, Corporate Debt
(Securities Depository Center)
-------------------------- ---------------------------------------------- -----------------------------------------------
KAZAKHSTAN CSD Equity
(Central Securities Depository CJSC)
-------------------------- ---------------------------------------------- -----------------------------------------------
KENYA CBCD Government Debt
(Central Bank Central Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
CDSC Equity, Corporate Debt
(Central Depository & Settlement Corporation
Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
KUWAIT KCC Equity, Corporate Debt
(The Kuwait Clearing Company S.A.K.)
-------------------------- ---------------------------------------------- -----------------------------------------------
LATVIA LCD Equity, Corporate Debt, Government Debt
(Latvian Central Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
LEBANON Midclear ▇.▇.▇. Equity
(Custodian and Clearing Center of Financial
Instruments for Lebanon and the Middle East
▇.▇.▇.)
-------------------------- ---------------------------------------------- -----------------------------------------------
BDL Government Debt
(Banque du Liban)
-------------------------- ---------------------------------------------- -----------------------------------------------
LITHUANIA CSDL Equity, Corporate Debt, Government Debt
(Central Securities Depository of Lithuania)
-------------------------- ---------------------------------------------- -----------------------------------------------
LUXEMBOURG CBL Equity
(Clearstream Banking, S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
MALAYSIA Bursa Depository Equity, Corporate Debt
(Bursa Malaysia Depository Sdn Bhd)
-------------------------- ---------------------------------------------- -----------------------------------------------
BNM Government Debt
(Bank Negara Malaysia)
-------------------------- ---------------------------------------------- -----------------------------------------------
MALTA CSD Equity, Corporate Debt, Government Debt
(The Central Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
19
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
MAURITIUS CDS Equity, Corporate Debt
(Central Depository and Settlement Company
Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
BOM Government Debt
(Bank of Mauritius)
-------------------------- ---------------------------------------------- -----------------------------------------------
MEXICO INDEVAL Equity, Corporate Debt, Government Debt
(S.D. INDEVAL S.A. de C.V.)
-------------------------- ---------------------------------------------- -----------------------------------------------
MOROCCO Maroclear Equity, Corporate Debt, Government Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
NETHERLANDS Euroclear Nederland Equity, Corporate Debt, Government Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
NEW ZEALAND NZCSD Equity, Corporate Debt, Government Debt
(New Zealand Central Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
NIGERIA CSCS Equity, Corporate Debt, Government Debt
(Central Securities Clearing System Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
NORWAY VPS Equity, Corporate Debt, Government Debt
(Verdipapirsentralen ASA)
-------------------------- ---------------------------------------------- -----------------------------------------------
OMAN MDSRC Equity, Corporate Debt
(The Muscat Depository and Securities
Registration Company, S.A.O.C.)
-------------------------- ---------------------------------------------- -----------------------------------------------
PAKISTAN CDC Equity, Corporate Debt
(Central Depository Company of Pakistan
Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
SBP Government Debt
(State Bank of Pakistan)
-------------------------- ---------------------------------------------- -----------------------------------------------
PANAMA LATINCLEAR Equity, Corporate Debt, Government Debt
(Central Latinoamericana de Valores, S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
PERU CAVALI Equity, Corporate Debt, Government Debt
(CAVALI ICLV S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
PHILIPPINES PDTC Equity, Corporate Debt
(Philippine Depository and Trust Corp.)
-------------------------- ---------------------------------------------- -----------------------------------------------
▇▇▇▇ Government Debt
(Bangko Sentral ng Pilipinas / Register of
Scripless Securities)
-------------------------- ---------------------------------------------- -----------------------------------------------
POLAND NDS Equity, Long-Term Government Debt
(National Depository for Securities S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
RPW Short-Term Government Debt
(Registry of Securities)
-------------------------- ---------------------------------------------- -----------------------------------------------
20
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
PORTUGAL INTERBOLSA Equity, Corporate Debt, Government Debt
(Sociedade Gestora de Sistemas de Liquidacao
e de Sistemas Centralizados de Valores
Mobiliarios, S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
QATAR DSM Equity
(Doha Securities Market)
-------------------------- ---------------------------------------------- -----------------------------------------------
ROMANIA BSE Equity
(Bucharest Stock Exchange)
-------------------------- ---------------------------------------------- -----------------------------------------------
NBR Government Debt
(National Bank of Romania)
-------------------------- ---------------------------------------------- -----------------------------------------------
RUSSIA VTB Government Debt (Ministry of Finance Bonds)
(Vneshtorgbank)
-------------------------- ---------------------------------------------- -----------------------------------------------
NDC Corporate Debt, Government Debt (GKOs/OFZs)
(The National Depository Center)
-------------------------- ---------------------------------------------- -----------------------------------------------
SAUDI ARABIA Tadawul Equity
-------------------------- ---------------------------------------------- -----------------------------------------------
SAMA Government Debt
(Saudi Arabian Monetary Authority)
-------------------------- ---------------------------------------------- -----------------------------------------------
SERBIA CSD Equity, Corporate Debt, Government Debt
(Central Register and Central Depository for
Securities)
-------------------------- ---------------------------------------------- -----------------------------------------------
SINGAPORE CDP Equity, Corporate Debt
(The Central Depository (Pte) Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
MAS Government Debt
(Monetary Authority of Singapore)
-------------------------- ---------------------------------------------- -----------------------------------------------
SLOVAK REPUBLIC CDCP Equity, Corporate Debt, Government Debt
(Centralny depozitar cennych papierov SR, a.s.)
-------------------------- ---------------------------------------------- -----------------------------------------------
NBS Government Debt
(National Bank of Slovakia)
-------------------------- ---------------------------------------------- -----------------------------------------------
SLOVENIA KDD Equity, Corporate Debt, Government Debt Equity, Corporate Debt, Government Debt
(Centralna klirinsko depotna ▇▇▇▇▇▇ ▇.▇.)
-------------------------- ---------------------------------------------- -----------------------------------------------
SOUTH AFRICA Strate Central Securities Depository Equity, Corporate Debt, Government Debt
(Strate Ltd.)
-------------------------- ---------------------------------------------- -----------------------------------------------
SOUTH KOREA KSD Equity, Corporate Debt, Government Debt
(Korea Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
21
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
SPAIN IBERCLEAR Equity, Corporate Debt, Government Debt
(Sociedad de Gestion de los Sistemas de
Registro, Compensacion y Liquidacion de
Valores, S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
SRI LANKA CDS Equity, Corporate Debt
(Central Depository System (Private) Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
LankaSecure Government Debt
-------------------------- ---------------------------------------------- -----------------------------------------------
SWEDEN VPC Equity, Corporate Debt, Government Debt
(Vardepapperscentralen AB)
-------------------------- ---------------------------------------------- -----------------------------------------------
SWITZERLAND SIS Equity, Corporate Debt, Government Debt
(SIS SegaInterSettle AG)
-------------------------- ---------------------------------------------- -----------------------------------------------
TAIWAN TDCC Equity, Corporate Debt, Government Debt
(Taiwan Depository and Clearing Corporation)
-------------------------- ---------------------------------------------- -----------------------------------------------
THAILAND TSD Equity, Corporate Debt, Government Debt
(Thailand Securities Depository Company
Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
TUNISIA STICODEVAM Equity, Corporate Debt, Government Debt
(Societe Tunisienne Interprofessionnelle
pour la Compensation et le Depot des Valeurs
Mobilieres)
-------------------------- ---------------------------------------------- -----------------------------------------------
TURKEY Central Registry Agency Equity, Corporate Debt
(CRA)
-------------------------- ---------------------------------------------- -----------------------------------------------
CBoT Government Debt
(Central Bank of Turkey)
-------------------------- ---------------------------------------------- -----------------------------------------------
UKRAINE NBU Government Debt
(National Bank of Ukraine)
-------------------------- ---------------------------------------------- -----------------------------------------------
MFS Corporate Debt, Selected Equity
(Interregional Securities Union)
-------------------------- ---------------------------------------------- -----------------------------------------------
UNITED ARAB EMIRATES - DFM Equity, Corporate Debt, Government Debt
DFM (Dubai Financial Market Clearing House)
-------------------------- ---------------------------------------------- -----------------------------------------------
UNITED ARAB EMIRATES - DIFX Equity, Corporate Debt
DIFX (Dubai International Financial Exchange
Central Securities Depository and Registry)
-------------------------- ---------------------------------------------- -----------------------------------------------
UNITED ARAB EMIRATES - ADSM Equity, Corporate Debt, Government Debt
ADSM (Abu Dhabi Securities Market)
-------------------------- ---------------------------------------------- -----------------------------------------------
UNITED KINGDOM Euroclear UK & Ireland Equity, Corporate Debt, Government Debt
(Euroclear UK & Ireland Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
UNITED STATES DTC Equity, Corporate Debt
(The Depository Trust Company)
-------------------------- ---------------------------------------------- -----------------------------------------------
22
-------------------------- ---------------------------------------------- -----------------------------------------------
COUNTRY DEPOSITORY INSTRUMENTS
-------------------------- ---------------------------------------------- -----------------------------------------------
FRB Government Debt, Mortgage Back Debt
(Federal Reserve Bank)
-------------------------- ---------------------------------------------- -----------------------------------------------
URUGUAY BCU Government Debt
(Banco Central del Uruguay)
-------------------------- ---------------------------------------------- -----------------------------------------------
VENEZUELA BCV Government Debt
(Banco Central de Venezuela)
-------------------------- ---------------------------------------------- -----------------------------------------------
CVV Equity, Corporate Debt, Money Market
(Caja Venezolana de Valores, S.A.)
-------------------------- ---------------------------------------------- -----------------------------------------------
VIETNAM VSD Equity, Corporate Debt, Government Debt
(Vietnam Securities Depository)
-------------------------- ---------------------------------------------- -----------------------------------------------
ZAMBIA CSD Equity, Government Debt
(▇▇▇▇ Central Shares Depository Limited)
-------------------------- ---------------------------------------------- -----------------------------------------------
BoZ Government Debt
(Bank of Zambia)
-------------------------- ---------------------------------------------- -----------------------------------------------
Schedule 1
ELIGIBLE FOREIGN CUSTODIANS
23
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
ARGENTINA HSBC Bank Argentina S.A. HSBC Bank Argentina S.A.
Florida ▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
AUSTRALIA JPMorgan Chase Bank, N.A.** Australia and New Zealand Banking Group Ltd.
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
AAP ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
AUSTRIA Bank Austria Creditanstalt AG ▇.▇. ▇▇▇▇▇▇ AG
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇ ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
BAHRAIN HSBC Bank Middle East Limited National Bank of Bahrain
1st Floor, Building No 2505, Road No 2832 Manama
Al Seef 428
BAHRAIN
------------------------ ----------------------------------------------- ------------------------------------------------
BANGLADESH Standard Chartered Bank Standard Chartered Bank
18-20 Motijheel C.A ▇▇▇▇▇
▇▇▇ ▇▇▇
▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
BELGIUM Fortis Bank (Nederland) N.V. J.P. ▇▇▇▇▇▇ ▇▇
Rokin ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
THE NETHERLANDS
------------------------ ----------------------------------------------- ------------------------------------------------
BERMUDA The Bank of Bermuda Limited The Bank of Bermuda Limited
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ HMDX
BERMUDA
------------------------ ----------------------------------------------- ------------------------------------------------
BOTSWANA Barclays Bank of Botswana Limited Barclays Bank of Botswana Limited
Barclays House, Khama Crescent Gaborone
Gaborone
BOTSWANA
------------------------ ----------------------------------------------- ------------------------------------------------
BRAZIL HSBC Bank Brasil S.A. Banco Multiplo HSBC Bank Brasil S.A. Banco Multiplo
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
Sao Paulo, SP ▇▇▇▇▇-▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
24
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
BULGARIA ING Bank N.V. ING Bank N.V.
▇▇▇▇▇ ▇▇▇▇▇▇ Sofia
12 ▇▇▇▇ Bersinski ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
CANADA Canadian Imperial Bank of Commerce Royal Bank of Canada
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Security Level
Toronto, Ontario ▇▇▇ ▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
Royal Bank of Canada Royal Bank of Canada
▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Ontario M5 J2 J5
CANADA
------------------------ ----------------------------------------------- ------------------------------------------------
CHILE Citibank, N.A. Citibank, N.A
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
CHINA - SHANGHAI HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.
▇▇/▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ (for B-Share Market)
1000 Lujiazui Ring Road
Pudong HSBC Bank (China) Company Limited
Shanghai 200120 Shanghai (for A-Share Market)
THE PEOPLE'S REPUBLIC OF CHINA
------------------------ ----------------------------------------------- ------------------------------------------------
CHINA - SHENZHEN HSBC Bank (China) Company Limited JPMorgan Chase Bank, N.A.
▇▇/▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (for B-Share Market)
1000 Lujiazui Ring Road
Pudong HSBC Bank (China) Company Limited
Shanghai 200120 Shanghai (for A-Share Market)
THE PEOPLE'S REPUBLIC OF CHINA
------------------------ ----------------------------------------------- ------------------------------------------------
COLOMBIA Santander Investment Trust Colombia S.A. Santander Investment Trust Colombia ▇.▇.
▇▇▇▇▇ ▇▇, ▇▇. ▇-▇▇, ▇▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
-------------------------- ---------------------------------------------- -----------------------------------------------
25
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
CROATIA Privredna banka Zagreb d.d. Privredna banka Zagreb d.d.
▇▇▇▇▇▇ ▇.▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
CYPRUS Marfin Popular Bank Public Company Ltd. Marfin Popular Bank Public Company Ltd.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
CY-1598
Nicosia
CYPRUS
------------------------ ----------------------------------------------- ------------------------------------------------
CZECH REPUBLIC HVB Bank Czech Republic a.s. Ceskoslovenska obchodni banka, a.s.
▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
DENMARK Danske Bank A/S Nordea Bank Danmark A/S
2-12 Holmens Kanal Copenhagen
DK 1092 Copenhagen K
DENMARK
------------------------ ----------------------------------------------- ------------------------------------------------
EGYPT Citibank, N.A. Citibank, N.A.
4 ▇▇▇▇▇ ▇▇▇▇▇ Street Cairo
Garden City
Cairo
EGYPT
------------------------ ----------------------------------------------- ------------------------------------------------
ESTONIA Hansabank Esti Uhispank
▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
FINLAND Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) ▇.▇. ▇▇▇▇▇▇ AG
▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
FRANCE BNP Paribas Securities Services S.A. J.P. ▇▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇
3, ▇▇▇ ▇'▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
Societe Generale ▇.▇. ▇▇▇▇▇▇ AG
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
-------------------------- ---------------------------------------------- -----------------------------------------------
26
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
GERMANY Deutsche Bank AG ▇.▇. ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇-Herrhausen-Allee 16-24 Frankfurt
D-65760 Eschborn
GERMANY
------------------------ ----------------------------------------------- ------------------------------------------------
▇.▇. ▇▇▇▇▇▇ AG#** ▇.▇. ▇▇▇▇▇▇ AG
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇
# For local German custody clients only.
------------------------ ----------------------------------------------- ------------------------------------------------
GHANA Barclays Bank of Ghana Limited Barclays Bank of Ghana Limited
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
GREECE HSBC Bank plc ▇.▇. ▇▇▇▇▇▇ AG
Messogion 109-111 ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
HONG KONG The Hongkong and Shanghai Banking JPMorgan Chase Bank, N.A.
Corporation Limited Hong Kong
36th Floor, Sun Hung Kai Centre
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
HUNGARY Deutsche Bank Zrt. ING Bank Rt.
Hold utca ▇▇ ▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
ICELAND Glitnir banki hf. Glitnir banki hf.
▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
INDIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Mumbai
Worli Mumbai 400 030
INDIA
------------------------ ----------------------------------------------- ------------------------------------------------
Standard Chartered Bank Standard Chartered Bank
▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
Mumbai 400 001
INDIA
-------------------------- ---------------------------------------------- -----------------------------------------------
27
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
INDONESIA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
Menara Mulia 19th Floor Jakarta
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
IRELAND Bank of Ireland ▇.▇. ▇▇▇▇▇▇ AG
New Century House Frankfurt
Mayor Street Lower
International Financial Services Centre
▇▇▇▇▇▇ ▇
IRELAND
------------------------ ----------------------------------------------- ------------------------------------------------
ISRAEL Bank Leumi le-Israel B.M. Bank Leumi le-Israel B.M.
▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ Tel Aviv
ISRAEL
------------------------ ----------------------------------------------- ------------------------------------------------
ITALY Intesa Sanpaolo S.p.A. J.P. ▇▇▇▇▇▇ ▇▇
6, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
*IVORY COAST* Societe Generale de Banques en Cote d'Ivoire Societe Generale
5 et 7, Avenue J. Anoma - 01 B.P. 1355 Paris
Abidjan 01
IVORY COAST
-------------------------------------------------------------------------------------------------------------------------
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
JAPAN Mizuho Corporate Bank, Limited JPMorgan Chase Bank, N.A.
▇-▇ ▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
The Bank of Tokyo-Mitsubishi UFJ, Limited JPMorgan Chase Bank, N.A.
▇-▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
JORDAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
-------------------------- ---------------------------------------------- -----------------------------------------------
28
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
KAZAKHSTAN SB HSBC Bank Kazakhstan JSC SB HSBC Bank Kazakhstan JSC
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
KAZAKHSTAN
------------------------ ----------------------------------------------- ------------------------------------------------
KENYA Barclays Bank of Kenya Limited Barclays Bank of Kenya Limited
c/o Barclaytrust Investment Services & Nairobi
Limited
Mezzanine ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
KUWAIT HSBC Bank Middle East Limited HSBC Bank Middle East Limited
G/1/2 Floors Safat
Kharafi Tower, Qibla Area
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
LATVIA Hansabanka Hansabanka
Balasta dambis 1a ▇▇▇▇
▇▇▇▇, ▇▇-▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
LEBANON HSBC Bank Middle East Limited JPMorgan Chase Bank, N.A.
HSBC Main Building New York
Riad El Solh, P.O. Box 11-1380
1107-2080 Beirut
LEBANON
------------------------ ----------------------------------------------- ------------------------------------------------
LITHUANIA SEB Vilniaus Bankas SEB Vilniaus Bankas
12 ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
LUXEMBOURG Fortis Banque Luxembourg S.A. J.P. ▇▇▇▇▇▇ ▇▇
▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
MALAYSIA HSBC Bank Malaysia Berhad HSBC Bank Malaysia Berhad
▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
MALAYSIA
------------------------ ----------------------------------------------- ------------------------------------------------
MALTA HSBC Bank Malta p.l.c. HSBC Bank Malta p.l.c.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇
▇▇▇▇▇
-------------------------- ---------------------------------------------- -----------------------------------------------
29
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
MAURITIUS The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
▇/▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Street
Port Louis
MAURITIUS
------------------------ ----------------------------------------------- ------------------------------------------------
MEXICO Banco Nacional de Mexico, S.A. BBVA Bancomer, S.A.
Act. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
MOROCCO Attijariwafa Bank S.A. Attijariwafa Bank S.A.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
MOROCCO
------------------------ ----------------------------------------------- ------------------------------------------------
NAMIBIA Standard Bank Namibia Limited Standard Bank of Namibia Limited
Mutual Platz Windhoek
Cnr. ▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇
▇.▇.▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
NETHERLANDS KAS Bank N.V. J.P. ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
NEW ZEALAND National Australia Bank Limited Westpac Banking Corporation
National Nominees Limited Wellington
Level 2 BNZ Tower
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
*NIGERIA* Stanbic Bank Nigeria Limited The Standard Bank of South Africa Limited
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇
-------------------------- ---------------------------------------------- -----------------------------------------------
30
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
NORWAY DnB NOR Bank ASA ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
OMAN HSBC Bank Middle East Limited HSBC Bank Middle East Limited
Bait Al Falaj ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇
▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
PAKISTAN Standard Chartered Bank (Pakistan) Limited Standard Chartered Bank (Pakistan) Limited
Box 4896 Karachi
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
PANAMA HSBC Bank (Panama) S.A. HSBC Bank (Panama) S.A.
Plaza HSBC Building, 9th Floor Panama City
▇▇▇▇▇▇▇▇ de la ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
PERU ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Camino Real 457 Lima
Torre Real - ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇
▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
PHILIPPINES The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
▇▇/▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
POLAND Bank Handlowy w. Warszawie S.A. Bank Rozwoju Eksportu S.A.
▇▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
PORTUGAL Banco Espirito Santo, S.A ▇.▇. ▇▇▇▇▇▇ AG
7th floor Frankfurt
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇-▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
-------------------------- ---------------------------------------------- -----------------------------------------------
-------------------------- ---------------------------------------------- -----------------------------------------------
31
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
QATAR HSBC Bank Middle East Limited HSBC Bank Middle East Limited
810 Abdulla Bin ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇. ▇. ▇▇▇ ▇▇
▇▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
ROMANIA ING Bank N.V. ING Bank N.V.
▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
*RUSSIA* ▇.▇. ▇▇▇▇▇▇ Bank International** JPMorgan Chase Bank, N.A.
(Limited Liability Company) ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇/▇, ▇▇▇ ▇▇▇▇▇ ▇/▇ ▇▇▇▇▇▇▇▇ Chase Bank London
Paveletskaya Square (USD ▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
ING Bank (Eurasia) ZAO JPMorgan Chase Bank, N.A.
(Closed Joint Stock Company) New York
36 Krasnoproletarskaya ulitsa A/C JPMorgan Chase Bank London (USD NOSTRO
127473 Moscow Account)
RUSSIA
-------------------------------------------------------------------------------------------------------------------------
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
SAUDI ARABIA The Saudi British Bank The Saudi British Bank
▇.▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SERBIA UniCredit Bank Srbija a.d. UniCredit Bank Srbija a.d.
▇▇▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ AND MONTENEGRO
------------------------ ----------------------------------------------- ------------------------------------------------
SINGAPORE DBS Bank Ltd. Oversea-Chinese Banking Corporation
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ #▇▇-▇▇ ▇▇▇▇▇▇▇▇▇
Haw ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SLOVAK REPUBLIC UniCredit Bank Slovakia a.s. Vseobecno Uverova Banka S.A.
Sancova ▇/▇ ▇▇▇▇▇▇▇▇▇▇
▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SLOVENIA Bank Austria Creditanstalt d.d. Ljubljana ▇.▇. ▇▇▇▇▇▇ AG
▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
-------------------------- ---------------------------------------------- -----------------------------------------------
32
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
SOUTH AFRICA FirstRand Bank Limited The Standard Bank of South Africa Limited
1 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Cnr ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SOUTH KOREA Standard Chartered First Bank Korea Limited Standard Chartered First Bank Korea Limited
100 KongPyung-dong ChongRo-Gu Seoul
▇▇▇▇▇ ▇▇▇-▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SPAIN Santander Investment, S.A. J.P. ▇▇▇▇▇▇ ▇▇
Ciudad Grupo Santander Frankfurt
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SRI LANKA The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SWEDEN Skandinaviska Enskilda ▇▇▇▇▇▇ ▇▇ (publ) Svenska Handelsbanken
Sergels Torg 2 ▇▇▇▇▇▇▇▇▇
▇▇-▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
SWITZERLAND UBS AG UBS ▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
TAIWAN JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇ Trading Building Taipei
▇▇. ▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
THAILAND Standard Chartered Bank (Thai) Public Company Standard Chartered Bank (Thai) Public Company
Limited Limited
14th Floor, Zone B Bangkok
Sathorn ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- -----------------------------------------------
33
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
TUNISIA Banque Internationale Arabe de Tunisie, S.A. Banque Internationale Arabe de Tunisie, S.A.
▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Tunis
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
TURKEY Citibank A.S. JPMorgan Chase Bank, N.A.
Turkiye Main Branch Istanbul
Buyukdere Cad. No:100
80280 Esentepe
Istanbul
TURKEY
------------------------ ----------------------------------------------- ------------------------------------------------
*UKRAINE* ING Bank Ukraine JPMorgan Chase Bank, N.A.
▇▇-▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ Kiev A/C JPMorgan Chase Bank London
UKRAINE (USD NOSTRO Account)
-------------------------------------------------------------------------------------------------------------------------
*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
-------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED ARAB EMIRATES HSBC Bank Middle East Limited The National Bank of Abu Dhabi
▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇
Gate District
P.O. Box 506553
Dubai
UNITED ARAB EMIRATES
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED KINGDOM. JPMorgan Chase Bank, N.A.** National Westminster Bank
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
Deutsche Bank AG Varies by currency
The Depository and Clearing Centre
Lower Ground Floor
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
UNITED STATES JPMorgan Chase Bank, N.A.** JPMorgan Chase Bank, N.A.
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
U.S.A.
------------------------ ----------------------------------------------- ------------------------------------------------
URUGUAY BankBoston, N.A. BankBoston, ▇.▇
▇▇▇▇▇▇ 1463 Montevideo.
Montevideo
URUGUAY
------------------------ ----------------------------------------------- -----------------------------------------------
34
------------------------ ----------------------------------------------- ------------------------------------------------
COUNTRY SUB-CUSTODIAN CASH CORRESPONDENT BANK
------------------------ ----------------------------------------------- ------------------------------------------------
VENEZUELA Citibank, N.A. Citibank, N.A.
Centro Comercial El Recreo Caracas
Torre Norte, Piso 20
▇▇▇▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇.
VENEZUELA
------------------------ ----------------------------------------------- ------------------------------------------------
VIETNAM The Hongkong and Shanghai Banking The Hongkong and Shanghai Banking
Corporation Limited Corporation Limited
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
Ho Chi Minh City
VIETNAM
------------------------ ----------------------------------------------- ------------------------------------------------
ZAMBIA Barclays Bank Zambia Plc Barclays Bank Zambia Plc
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇
------------------------ ----------------------------------------------- ------------------------------------------------
ZIMBABWE Barclays Bank of Zimbabwe Limited Barclays Bank of Zimbabwe Limited
Corporate Centre Harare
1st Floor, Eastern Wing
Birmingham Road, Cnr. Paisley Road
Harare
ZIMBABWE
------------------------ ----------------------------------------------- -----------------------------------------------
35