DOMESTIC CUSTODY AGREEMENT BETWEEN ZIEGLER EXCHANGE TRADED TRUST AND JPMORGAN CHASE BANK, N.A.
Exhibit
(G)(1)
BETWEEN
▇▇▇▇▇▇▇
EXCHANGE TRADED TRUST
AND
JPMORGAN
CHASE BANK, N.A.
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February
___, 2007
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TABLE
OF CONTENTS
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1.
INTENTION
OF THE PARTIES; DEFINITIONS
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1
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1.1
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Intention
of the Parties
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1
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1.2
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Definitions
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1
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2.
WHAT
BANK IS REQUIRED TO DO
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3
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2.1
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Set
Up Accounts
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3
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2.2
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Cash
Account
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3
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2.3
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Segregation
of Assets; Nominee Name
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4
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2.4
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Settlement
of Trades
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5
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2.5
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Contractual
Settlement Date Accounting
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5
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2.6
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Actual
Settlement Date Accounting
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5
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2.7
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Income
Collection (AutocreditÒ)
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6
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2.8
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Certain
Ministerial Acts
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6
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2.9
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Corporate
Actions
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6
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2.10
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Proxy
Voting
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7
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2.11
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Statements
and Information Available On-Line
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8
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2.13
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Tax
Relief Services
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9
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3. INSTRUCTIONS
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9
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3.1
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Acting
on Instructions; Unclear Instructions
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9
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3.2
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Confirmation
of Oral Instructions/Security Devices
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10
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3.3
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Instructions;
Contrary to Law/Market Practice
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10
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3.4
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Cut-off
Times
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10
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4.
FEES
EXPENSES AND OTHER AMOUNTS OWING TO BANK
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10
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4.1
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Fees
and Expenses
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10
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4.2
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Overdrafts
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11
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4.3
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Bank’s
Right Over Securities; Set-off
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11
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5.
SECURITIES
DEPOSITORIES AND AGENTS
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11
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5.1
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Use
of Depositories
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11
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5.2
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Use
of Agents
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12
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6.
ADDITIONAL
PROVISIONS RELATING TO CUSTOMER
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12
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6.1
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Representations
of Customer and Bank
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12
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6.2
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Customer
to Provide Certain Information to Bank
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13
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6.3
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Customer
is Liable to Bank Even if it is Acting for Another
Person
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13
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i
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7.
WHEN
BANK IS LIABLE TO CUSTOMER
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13
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7.1
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Standard
of Care; Liability
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13
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7.2
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Force
Majeure
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14
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7.3
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Bank
May Consult With Counsel
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15
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7.4
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Bank
Provides Diverse Financial Services and May Generate Profits as
a
Result
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15
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8.
TAXATION
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16
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8.1
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Tax
Obligations
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16
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8.2
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Tax
Reclaims With Respect to American Depository
Receipts
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16
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9.
TERMINATION
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17
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10. MISCELLANEOUS
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17
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10.1
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Notices
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17
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10.2
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Successors
and Assigns
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17
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10.3
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Interpretation
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18
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10.4
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Entire
Agreement
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18
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10.6
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Governing
Law and Jurisdiction
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18
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10.7
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Severability
and Waiver
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18
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10.8
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Counterparts
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19
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10.9
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No
Third Party Beneficiaries
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19
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ii
This
Agreement, dated as of February ___, 2007, is between JPMORGAN CHASE BANK,
N.A.
("Bank"), a national banking association organized and existing under the laws
of the United States of America, with a place of business at ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; and ▇▇▇▇▇▇▇ EXCHANGE TRADED TRUST ("Customer")
with a place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
WHEREAS,
Customer is registered under the Investment Company Act of 1940, as amended,
(the “1940 Act”), as an open-end investment company, and is authorized to issue
shares of beneficial interest in separate portfolios, with each such portfolios
representing interests in securities and other assets;
WHEREAS,
Bank is a bank having the qualifications prescribed in Section 26(a)(1) of
the
1940 Act; and
WHEREAS,
Customer desires to retain Bank to act as custodian of the cash and securities
of the only portfolio of Customer, the NYSE Arca Tech 100 ETF.
NOW
THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt of which
is
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows.
1. INTENTION
OF THE PARTIES; DEFINITIONS
1.1 Intention
of the Parties.
(a) This
Agreement sets out the terms governing custodial, settlement and certain other
associated services offered by Bank to Customer. Bank will be responsible for
the performance of only those services and duties that are set forth in this
Agreement. Customer acknowledges that Bank is not providing any legal, tax
or
investment advice in connection with the services hereunder.
(b) 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 that are eligible for deposit in a U.S.
Securities Depository.
(c) Customer
hereby appoints Bank as custodian of all Securities and cash owned by or in
possession of Customer at any time during the period of this Agreement, on
the
terms and conditions set forth in this Agreement, and Bank hereby accepts such
appointment and agrees to perform the services and duties set forth in this
Agreement.
1.2 Definitions.
(a) As
used
herein,
the following terms have the meaning hereinafter stated.
1
“Account”
has
the
meaning set forth in Section 2.1 of this Agreement.
“Affiliate”
means
an
entity controlling, controlled by, or under common control with,
Bank.
“Applicable
Law”
means
any statute, whether national, state or local, applicable in the United States
or any other country, the rules of the treaty establishing the European
Community, any other law, rule, regulation or interpretation of any governmental
entity, any applicable common law, and any decree, injunction, judgment, order,
ruling, or writ of any governmental entity.
"Authorized
Person"
means
any person who has been designated by written notice from Customer (or by any
agent designated by Customer, including, without limitation, an investment
manager) to act on behalf of Customer hereunder. Such persons will continue
to
be Authorized Persons until such time as Bank receives Instructions from
Customer (or its agent) that any such person is no longer an Authorized
Person.
“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) of this Agreement.
“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 require discretionary action by the holder, but
does
not include proxy solicitations.
“Entitlement
Holder”
means
the person named on the records of a Securities Intermediary as the person
having a Securities Entitlement against the Securities
Intermediary.
“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.
"Instructions"
means
instructions which: (i) contain all necessary information required by Bank
to
enable Bank to carry out the Instructions; (ii) are received by Bank in writing
or via Bank’s electronic instruction system, SWIFT, telephone, tested telex,
facsimile or such other methods as are for the time being agreed by Customer
(or
an Authorized Person) and Bank; and (iii) Bank believes in good faith have
been
given by an Authorized Person or are transmitted with proper testing or
authentication pursuant to terms and conditions which Bank may
specify.
“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).
“Securities”
means
stocks, bonds, notes, certificates, 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.“Securities”
also
means 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.
2
“Securities
Account”
means
each Securities custody account on Bank’s records to which Financial Assets are
or may be credited pursuant hereto.
“Securities
Depository”
has
the
meaning set forth in Section 5.1 of this Agreement.
“Securities
Entitlement”
means
the rights and property interests of an Entitlement Holder with respect to
a
Financial Asset 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.
“Securities
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.
(b) All
terms
in the singular will have the same meaning in the plural unless the context
otherwise provides and visa versa.
2. WHAT
BANK IS REQUIRED TO DO
2.1 Set
Up Accounts.
(a) Bank
will
establish and maintain the following accounts ("Accounts"):
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(i)
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a
Securities Account 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
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(ii)
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an
account in the name of Customer ("Cash
Account")
for any and all cash received by or on behalf of Bank for the account
of
Customer.
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(b) At
the
request of Customer, additional Accounts may be opened in the future, which
will
be subject to the terms of this Agreement.
2.2 Cash
Account.
(a) Except
as
otherwise provided in Instructions acceptable to Bank, all cash held in the
Cash
Account by Bank will be deposited during the period it is credited to the
Accounts in one or more deposit accounts at Bank.
(b) Whenever
Customer instructs Bank to do so, Bank will arrange for the automatic investment
of cash in the Cash Account in mutual funds (including, without limitation,
the
JPMorgan Money Market Funds and any other mutual fund with respect to which
Bank
or an Affiliate of Bank serves as an investment adviser, administrator,
shareholder servicing agent, and/or custodian or subcustodian and regardless
of
whether or not Bank or its Affiliate receives any fees for services rendered
to
any such mutual fund in addition to the fees received by Bank pursuant to this
Agreement, all of which such fees Bank is specifically authorized to retain)
which Bank makes available for such purposes and which Customer selects through
instructions to Bank. Furthermore, in this regard, Bank is directed
automatically to arrange for the redemption of such mutual fund shares as may
be
necessary to avoid any potential overdraft hereunder that Bank perceives based
upon the information available to Bank at the time of such redemption or
withdrawal. Customer agrees that it will read the prospectus for any mutual
fund
prior to investing and acknowledges that investments in mutual fund shares
are
not insured by the Federal Deposit Insurance Corporation (“FDIC”)
and
are not obligations of or guaranteed by Bank. Customer further acknowledges
that
certain services for which Bank is paid fees by mutual funds in which the
Customer invests may overlap with the services Bank provides under this
Agreement.
3
(c) With
Bank's consent, Customer may use as the Cash Account a separate demand
deposit account established by Customer at Bank which is electronically linked
to the Securities Account.
2.3 Segregation
of Assets; Nominee Name.
(a) Bank
will
identify in its records 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 Securities in or deposit Securities with any Securities Depository,
settlement system or dematerialized book entry or similar systems
a
provided by Section 5.1(a) of this Agreement ; and
|
|
(iii)
|
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.
|
(c) Bank
is
authorized, when directed to do so by Customer, to
hold
Financial Assets at third parties and to register Financial Assets in broker
“street name” or in the name of other third parties (or their
nominees).
Notwithstanding Section 7.1, Bank shall have no liability for any loss of
Financial Assets or other damages resulting from holding or registering
Financial Assets as so directed by Customer.
Customer
authorizes Bank to hold Financial Assets in omnibus accounts and will accept
delivery of Financial Assets of the same class and denomination as those with
Bank.
4
2.4 Settlement
of Trades.
When
Bank
receives an Instruction directing settlement of a transaction in Financial
Assets that includes all information required by Bank, Bank will use reasonable
care to effect such settlement as instructed. Settlement
of transactions in Financial Assets will be conducted in accordance with
prevailing standards of the market in which the transaction occurs. Without
limiting the generality of the foregoing, the risk of loss will be Customer’s
whenever Bank delivers Financial Assets or payment in accordance with applicable
market practice in advance of receipt or settlement of the expected
consideration. 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, but Bank will not be obligated
to
institute legal proceedings, file
a
proof of claim in any insolvency proceeding, or take any similar
action.
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 trades in those
markets where Bank generally offers contractual settlement date accounting
and
will notify Customer of those markets from time to time.
| (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 trade where 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 Financial Assets that are awaiting receipt until
Bank
actually receives them.
|
Bank
reserves the right to restrict in good faith the availability of contractual
settlement date accounting for credit or operational reasons.
(b) Bank
may
(in its absolute discretion) upon oral or written notification to Customer
reverse any debit or credit made pursuant to Section 2.5(a) prior to a
transaction's actual settlement, and Customer will be responsible for any costs
or liabilities resulting from such reversal. Customer acknowledges that the
procedures described in this sub-section 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 sale or purchase transaction that is not posted to the Account
on
the contractual settlement date as referred to in Section 2.5, Bank will post
the transaction on the date on which the cash or Financial Assets received
as
consideration for the transaction is actually received by Bank.
5
2.7 Income
Collection (Autocredit®).
(a) Bank
will
credit the Cash Account with income and redemption proceeds on Financial Assets
in accordance with the times notified by Bank from time to time on or after
the
anticipated payment date, net of any taxes that are withheld by Bank or any
third party. Where no time is specified for a particular market, income and
redemption proceeds from Financial Assets will be credited only after actual
receipt and reconciliation. Bank may reverse such credits upon oral or written
notification to Customer that Bank believes that the corresponding payment
will
not be received by Bank within a reasonable period or such credit was
incorrect.
(b) Bank
will
make good faith efforts in its discretion to
contact appropriate parties to collect unpaid interest, dividends or redemption
proceeds, but Bank will not be obliged to file any formal notice of default,
institute legal proceedings, file a proof of claim in any insolvency proceeding,
or take any similar action.
2.8 Certain
Ministerial Acts.
(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) Bank
may
provide information concerning the Accounts to Securities Depositories,
counterparties, issuers of Financial Assets, governmental entities, securities
exchanges, self-regulatory entities, and similar entities to the extent required
by Applicable Law or as may be required in the ordinary course by market
practice or otherwise in order to provide the services contemplated by this
Agreement.
2.9 Corporate
Actions.
(a) Bank
will
notify Customer of any Corporate Action of which information is either (i)
received by it to the extent that Bank’s central corporate actions department
has actual knowledge of the Corporate Action in time to notify its customers
in
a timely manner; or (ii) published via a formal notice in publications and
reporting services routinely used by Bank for this purpose in time for Bank
to
notify its customers in a timely manner. Bank also will use its reasonable
efforts to notify Customer of any class action litigation for which information
is actually received by Bank’s central corporate actions department but shall
not be liable for any Liabilities arising out of Bank’s failure to identify
Customer’s interest in any class action litigation. Bank does not commit,
however, to provide information concerning Corporate Actions or class action
litigation relating to Financial Assets being held at Customer’s request in a
name not subject to the control of Bank.
6
(b) If
an
Authorized Person fails to provide Bank with timely Instructions regarding
Customer’s desire to take action with respect to any Corporate Action or class
action, neither Bank nor its nominees will take any action in relation to that
Corporate Action or class 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 or class action.
(c) Bank
may
sell or otherwise dispose of fractional interests in Financial Assets arising
out of a Corporate Action or class action and, to the extent necessary to
protect Customer’s interest in that Corporate Action or class action, credit the
Cash Account with the proceeds of the sale or disposition. If some, but not
all,
of an outstanding class of Financial Asset is called for redemption, Bank may
allot the amount redeemed among the respective beneficial holders of such class
of Financial Asset in any manner Bank deems to be fair and
equitable.
(d) Notices
of Corporate Actions and class actions dispatched to Customer may have been
obtained from sources which Bank does not control and may have been translated
or summarized. Although Bank believes such sources to be reliable, Bank has
no
duty to verify the information contained in such notices nor the faithfulness
of
any translation or summary and therefore does not guarantee its accuracy,
completeness or timeliness, and shall not be liable to Customer for any loss
that may result from relying on such notice.
2.10 Proxies.
(a) Subject
to and upon the terms of this sub-section, Bank will provide Customer with
information which it receives on matters to be voted upon at meetings of holders
of Financial Assets ("Notifications"),
and
Bank will act in accordance with Customer’s Instructions in relation to such
Notifications. If information is received by Bank at its proxy voting department
too late to permit timely voting by Customer, Bank's only obligation will be
to
provide, so far as reasonably practicable, a Notification (or summary
information concerning a Notification) on an "information only"
basis.
(b) Bank
will
act upon Instructions to vote on matters referred to in a Notification, provided
Instructions are received by Bank at its proxy voting department by the deadline
referred to in the relevant Notification. If Instructions are not received
in a
timely manner, Bank will not be obligated to provide further notice to Customer
and shall not be obliged to vote. It is Customer’s obligation to monitor the
agreed means of providing Notifications to determine if new Notifications have
been received.
(c) Customer
acknowledges that the provision of proxy voting services may be precluded or
restricted under a variety of circumstances. These circumstances include, but
are not limited to:
7
(i)
the
Financial Assets being on loan or out for registration;
(ii)
the
pendency of conversion or another Corporate Action;
|
(iii)
|
Financial
Assets being held at Customer’s request in a name not subject to the
control of Bank;
|
|
(iv)
|
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
|
(v) local
market regulations or practices, or restrictions by the issuer.
(d) Notwithstanding
the fact that Bank may act in a fiduciary capacity with respect to Customer
under other agreements, in performing proxy voting services, Bank will be acting
solely as the agent of Customer, and will not exercise any discretion with
regard to such proxy voting services or vote any proxy except when directed
by
an Authorized Person.
2.11 Statements
and Information Available On-Line.
(a) Bank
will
send, or make available on-line, to Customer on a daily basis an activity
statement and summary of all transfers to or from the Accounts on the day
following such transfers and on a monthly basis
a
formal, detailed statement of account in Bank’s standard format for each Account
maintained by Customer with Bank, identifying
the Financial Assets and cash held in each Account (each such statement a
“Statement
of Account”).
Additionally, Bank will send (or make available on-line) to Customer an advice
or notification of any transfers of cash or Financial Assets with respect to
each Account. Unless Bank receives from Customer a written notice or objection
with regard to any matter set forth in those portions of any Statement of
Account or any such advice or notification (or reasonably implied therefrom)
within sixty (60) days of receipt of the Statement of Account, Bank will not
be
liable with respect to such matters, advice or notification, provided
such matter is not the result of Bank’s willful misconduct or bad
faith.
References in this Agreement to Statements of Account include Statements of
Account in electronic form.
(b) As
Customer may reasonably request from time to time, Bank shall provide Customer
with the published reports from its outside auditor on the internal accounting
controls and procedures for safeguarding Financial Assets, which are employed
by
Bank.
(c) Prices
and other information obtained from third parties which may be contained in
any
Statement of Account or other statement sent to Customer have been obtained
from
sources Bank believes to be reliable. Bank does not, however, make any
representation as to the accuracy of such information or that the prices
specified necessarily reflect the proceeds that would be received on a disposal
of the relevant Financial Assets.
(d) Customer
acknowledges that,
except
for Statements of Account or as otherwise expressly agreed by Bank, records
and reports available to it on-line 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 records or
reports accessed on-line, unless such loss or damage is the result of Bank’s bad
faith or willful misconduct.
8
2.12 Records.
(a) Bank
shall maintain complete and accurate records with respect to Financial Assets,
cash or other property held for Customer’s account, including (i) records of
original entry containing an itemized daily record in detail of all receipts
and
deliveries of Securities and all receipts and disbursements of cash; (ii)
records reflecting (A) Securities in transfer (i.e., Securities out for
re-registration with the transfer agent in connection with a purchase or sale)
,
(B) Securities in physical possession,, and (C) dividends and interest received,
and (E) dividend receivable and interest receivable. Bank shall keep such other
books and records applicable to its custody services hereunder as Customer
may
reasonably request, including those required by Section 31 of the 1940 Act
and
the rules promulgated thereunder.
(b)
All
such
books and records maintained by Bank shall (i) be maintained in a form
reasonably acceptable to Customer and, subject to Customer’s notification and
advice to Bank of the applicable rules and regulations, in compliance with
such
rules and regulations of the Securities and Exchange Commission (“SEC”), (ii) be
the property of Bank and at all times during the regular business hours of
Bank
be made available upon request for inspection by duly authorized officers,
employees or agents of Customer and employees or agents of the SEC, and (iii)
if
required to be maintained by the rules promulgated under the 1940 Act, be
preserved for the periods prescribed in such rules.
(c) Bank
will
allow Customer's 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.
2.13 Tax
Relief Services.
Bank
will
provide tax relief services as provided in Section 8.2.
3. INSTRUCTIONS
3.1 Acting
on Instructions; Unclear Instructions.
(a) The
Trust
authorizes Bank to accept and act upon any Instructions received by it without
inquiry. The Trust will indemnify Bank Indemnitees, 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 reliance
on Instructions and absent Bank’s negligent execution of that Instruction or its
bad faith or willful misconduct. Further, it is understood that the Bank shall
not be negligent and the Bank Indemnities shall be eligible for the foregoing
indemnification whenever the Bank properly executes an Instruction, regardless
of the contents of the Instruction.
(b) Unless
otherwise expressly provided, all Instructions will continue in full force
and
effect until canceled or superseded.
9
(c) Bank
may
(in its sole discretion and without affecting any part of this Section 3.1),
when reasonably necessary, seek clarification or confirmation of an Instruction
from an Authorized Person and may decline to act upon an Instruction if it
does
not receive clarification or confirmation satisfactory to it. Bank will not
be
liable for any loss arising from any delay while it seeks such 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 identifying number of any party in payment orders issued
to
Bank in Customer's name, except where such inconsistency is the result of Bank’s
own negligence, bad faith or willful misconduct.
3.2 Confirmation
of Oral Instructions/Security Devices.
Any
Instructions delivered to Bank by telephone will promptly thereafter be
confirmed in writing by an Authorized Person. Each confirmation is to be clearly
marked “Confirmation”. Bank will not be liable for having followed such
Instructions notwithstanding the failure of an Authorized Person to send such
confirmation in writing or the failure of such confirmation to conform to the
telephone Instructions received. Either party may record any of their telephonic
communications. Customer will comply with any security procedures reasonably
required by Bank from time to time with respect to verification of Instructions.
Customer will be responsible for safeguarding any test keys, identification
codes or other security devices that Bank will make available to Customer or
any
Authorized Person.
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.
3.4
Cut-off
Times.
Bank
has
established cut-off times for receipt of some categories of Instruction, 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. Bank will notify Customer if Instructions
cannot be acted upon on the day requested.
4. FEES,
EXPENSES AND OTHER AMOUNTS OWING TO BANK
4.1 Fees
and Expenses.
Customer
will pay Bank for its services hereunder the fees set forth in Schedule A hereto
or such other amounts as may be agreed upon in writing from time to time,
together with Bank's reasonable out-of-pocket or incidental expenses as are
reasonably incurred by Bank in performing its duties hereunder, including,
but
not limited to, legal fees and
tax
or related fees incidental to processing by governmental authorities, issuers,
or their agents.
Bank
may increase such fees by not less than thirty (30) days’ notice in writing to
Customer. 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
such rate as Bank may reasonably determine.
10
4.2 Overdrafts.
Customer
will have sufficient immediately available funds each day in the Cash Account
(without regard to any Cash Account investments) to pay for the settlement
of
all Financial Assets delivered against payment to Customer and credited to
the
Securities Account. 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 applicable
rate charged by Bank from time to time, for such overdrafts, 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 Cash
Account.
4.3 Bank’s
Right Over Securities; Set-off.
(a) Customer
grants Bank a security interest in and a lien on the Financial Assets held
in
the Securities Account as security for any and all amounts which are now or
become owing to Bank under any provision of this Agreement (except such as
may
result from Bank’s bad faith, or willful misconduct), whether or not matured or
contingent (“Indebtedness”).
(b) Without
prejudice to Bank’s rights under Applicable Law, Bank may set off against any
Indebtedness any amount standing to the credit of any of Customer’s accounts
(whether deposit or otherwise) with any Bank branch or office or with any
Affiliate of Bank. For this purpose, Bank shall be entitled to accelerate the
maturity of any fixed term deposits.
5. SECURITIES
DEPOSITORIES AND OTHER AGENTS
5.1 Use
of Securities Depositories.
(a) Bank
may
deposit Financial Assets with, and hold Financial Assets in, any Securities
Depository, settlement system, dematerialized book entry system or similar
system (together a "Securities
Depository")
on
such terms as such systems customarily operate and Customer will provide Bank
with such documentation or acknowledgements that Bank may require to hold the
Financial Assets in such systems.
(b) Bank
will
not be liable for any act or omission by (or the insolvency of) any Securities
Depository. In the event Customer incurs a loss due to the negligence, willful
misconduct, or insolvency of a Securities Depository, Bank will make good faith
efforts, in its discretion, to seek recovery from the 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.
11
(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 Banks 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 extend 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.
5.2 Use
of Agents.
(a) Bank
may
provide certain services under this Agreement through third parties which may
be
Affiliates. Bank will not be responsible for any loss as a result of a failure
by any broker or any other third party that it selects and retains using
reasonable care to provide ancillary services that it may not customarily
provide itself, including, without limitation, delivery services and providers
of information regarding matters such as pricing, proxy voting, Corporate
Actions and class action litigation. Nevertheless, Bank will be liable for
the
performance of any such broker selected by Bank that is an Affiliate to the
same
extent as Bank would have been liable if it performed such services
itself.
(b) In
the
case of the sale under Section 2.9(c) of a fractional interest (or in other
cases where Customer has requested Bank to arrange for execution of a trade)
Bank will place trades with a broker which is an Affiliate provided that Bank
has established a program for such trading with such Affiliate. An Affiliate
broker may charge its customary commission (or retain its customary spread)
with
respect to any such transaction.
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, to borrow money or otherwise incur
indebtedness as contemplated by this Agreement, to pledge Financial Assets
as
contemplated by Section 4.3; (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; and (iv) it is a resident of the United States and shall notify Bank
of
any changes in residency.
12
(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; (ii) it is duly organized
and existing under the laws of the jurisdiction of its organization, with full
power to carry on business as now conducted, to enter into this Agreement and
to
perform its obligations hereunder; (iii) it has full power and authority to
enter into this Agreement and has taken all necessary corporate action to
authorize the execution of this Agreement; and (iv) it is conducting business
its institutional custody services business in compliance in all material
respects with all applicable laws and regulations, both state and federal,
has
obtained all regulatory approvals necessary to carry on such business as now
conducted and there is no statute, rules, regulation, order or judgment binding
on it and no provision of its charter, bylaws or any contract binding it or
affecting its property that would prohibit its execution or performance of
this
Agreement.
Each
party may rely upon the above or the certification of such other facts as may
be
required to administer its obligations hereunder.
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. The foregoing will not affect any rights
Bank might have against Customer's principal.
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
will
be liable for Customer’s direct damages to the extent they result from Bank’s
bad faith, negligence or willful misconduct in performing its duties as set
out
in this Agreement. Nevertheless, under no circumstances will Bank be liable
for
any indirect, 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 hereunder or Bank’s
role as custodian.
(c) Customer
will indemnify the Bank Indemnitees against, and hold them harmless from, any
Liabilities that may be imposed on, incurred by or asserted against any of
the
Bank Indemnitees in
connection with or arising out of (i) Bank’s performance under this Agreement,
provided the Bank Indemnitees have not acted with negligence or engaged in
fraud
or willful misconduct in connection with the Liabilities in question or (ii)
any
Bank Indemnitee’s status as a holder of record of Customer’s Financial
Assets.
13
(d) 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; (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;
or
(v) review or reconcile trade confirmations received from brokers (and Customer
or its Authorized Persons issuing Instructions will bear any responsibility
to
review such confirmations against Instructions issued to and Statements of
Account issued by Bank).
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 determines
from
time to time meet reasonable commercial standards. Neither party will have
any
liability, however, for any damage, loss, expense or liability of any nature
that may be suffered or incurred, 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, malfunction of equipment or software (except where such malfunction
is
primarily attributable to Bank’s negligence 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 either party
(including without limitation, the non-availability of appropriate foreign
exchange). However, that in the event of a failure or delay, Bank (i) shall
not
discriminate against Customer in favor of any other customer of Bank in making
computer time and personnel available to input of 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 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 promptly notify Customer of a Force
Majeure that may affect services provided to Customer under this Agreement.
(b) Whenever
a Force Majeure causes Bank to allocate limited resources between or among
Banks
customers, Customer shall receive no less priority treatment than is accorded
to
other similarly situated customers of Bank, with respect to such
allocation.
14
7.3
Bank
May Consult With Counsel.
Bank
will
be entitled to rely on, and may act upon the advice of professional advisers
in
relation to matters of law, regulation or market practice (which may be the
professional advisers of Customer), and will not be liable to Customer for
any
action reasonably taken or omitted pursuant to such advice. Bank shall promptly
notify Customer of any action taken or omitted by Bank pursuant to such advice.
7.4
Bank
Provides Diverse Financial Services and May Generate Profits as a
Result.
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 act as a market maker in
the
Financial Assets to which Instructions relate, provide brokerage services to
other customers, act as financial adviser to the issuer of such Financial
Assets, act in the same transaction as agent for more than one customer, have
a
material interest in the issue of the Financial Assets; or earn profits from
any
of these activities. 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. However, Bank’s interests or
conflicts shall not interfere with Bank’s provision of services to Customer
under this Agreement.
7.5 Proprietary
and Confidential Information.
Bank
agrees on behalf of itself and its directors, officers and employees to treat
confidentially and as proprietary information of the Customer, all records
and
other information relative to Customer and prior, present or potential
shareholders of Customer (and clients of said shareholders), and not to use
such
records and information for any purpose other than the performance of its
responsibilities and duties hereunder, except (i) after prior notification
to
and approval in writing by Customer, which approval shall not be unreasonably
withheld and may not be withheld where Bank may be exposed to civil or criminal
contempt proceedings for failure to comply, (ii) when requested to divulge
such
information by duly constituted authorities, or (iii) when so requested by
the
Customer. Records and other information which have become known to the public
through no wrongful act of Bank or any of its employees, agents or
representatives, and information that was already in the possession of Bank
prior to receipt thereof from Customer or its agent, shall not be subject to
this paragraph.
Further,
Bank will adhere to the privacy policies adopted by Customer pursuant to Title
V
of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be modified from time to time, and any
other rules or regulations Customer must abide by. In this regard, Bank shall
have in place and maintain physical, electronic and procedural safeguards
reasonably designed to protect the security, confidentiality and integrity
of,
and to prevent unauthorized access to and use of, records and information
relating to Customer and its shareholders.
15
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 respect, not misleading in any way,
and
contains all material information. Customer undertakes to notify Bank
immediately 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.
(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, United States 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. Customer will indemnify
and
hold Bank harmless from and against any and all liabilities, penalties, interest
or additions to tax with respect to or resulting from, any delay in, or failure
by, Bank (i) to pay, withhold or report any U.S. federal, state or local taxes
or foreign taxes imposed on, or (ii) to report interest, dividend or other
income paid or credited to the Cash Account, regardless of the reason for such
delay or failure; provided however, that Customer will not be liable to Bank
for
any penalty or additions to tax due solely as a result of Bank’s 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 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 comprising 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 minimus 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 comprising American Depository Receipts
in the Account or the payment of income.
16
(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 the tax relief services are 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.
(d) Customer
confirms that Bank is authorized to disclose any information requested by any
revenue authority or any governmental entity in relation to the processing
of
any tax relief claim.
9. TERMINATION
Either
party may terminate this Agreement on sixty (60) days' written notice to the
other party. If Customer gives notice of termination, it must provide full
details of the persons to whom Bank must deliver Financial Assets and cash.
If
Bank gives notice of termination, then Customer must, within sixty (60) days,
notify Bank of details of its new custodian, failing which Bank may elect (at
any time after the sixty day notice period) either to retain the Financial
Assets and cash until such details are given, continuing to charge fees due
(in
which case Bank’s sole obligation will be for the safekeeping of the Financial
Assets and cash), or deliver the Financial Assets and cash to Customer. Bank
will in any event be entitled to deduct any amounts owing to it 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
amounts owing to it). Customer will reimburse Bank promptly for all
out-of-pocket expenses it 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. In
addition, either party may, at any time, immediately terminate this Agreement
in
the event, in the case of the other party, of the appointment of a conservator
or receiver of such party by regulatory authorities or upon the happening of
a
like event at the direction of an appropriate regulator agency or court of
competent jurisdiction.
10. MISCELLANEOUS
10.1
Notices.
Notices
(other than Instructions) will be served by registered mail 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
and
shall be deemed to have been given on the date 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.
17
10.3 Interpretation.
Headings
are for convenience only and are not intended to affect interpretation.
References to sections are to 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 Amendment.
This
Agreement may not be amended or modified in any manner except by written
agreement executed by Bank and Customer.
10.5 Entire
Agreement.
This
Agreement, including the Schedules, Exhibits, and the Rider (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.
Amendments must be in writing and signed by both parties.
10.6
Governing
Law and Jurisdiction.
This
Agreement will be construed, regulated, and administered under the laws of
the
United States, including
any rule, regulation, law or order of the SEC,
or State
of New York, as applicable, without regard to New York’s principles regarding
conflict of laws, except that New York General Obligations Law Sections 1401
and
1402 shall continue to apply. The United States 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 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.
10.7 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 hereunder 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.
18
(c) Each
party’s rights, protections, and remedies under this Agreement shall survive its
termination.
10.8 Counterparts.
This
Agreement may be executed in several counterparts each of which will be deemed
to be an original and together shall constitute one and the same
agreement.
10.9 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.
10.10 Security
Holding Disclosure.
With
respect to Rule 14b-2(b)(1)(ii) under Securities and Exchange Act of 1934,
regarding disclosure of beneficial owners’ information 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.
10.11
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 Bank. 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.
19
|
▇▇▇▇▇▇▇
EXCHANGE TRADED TRUST
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| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
|
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||
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Title:
President
|
||
|
JPMORGAN
CHASE BANK, N.A.
|
||
| |
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| By: |
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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||
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Title:
Vice President
|
||
20
SCHEDULE
A
DOMESTIC
CUSTODY CORE SERVICE FEES
| Product | Fee | |
|
Market
Value Fees
|
Annual
Fee
|
|
|
All
domestic assets
|
0.50
bp
|
|
|
U.S.
Market Transaction Charges
|
Per
Transaction
|
|
|
DTC
|
$4.00
|
|
|
Fed
Book Entry
|
$5.00
|
|
|
Physical
Transactions
|
$12.00
|
|
|
Futures/Options
|
$12.00
|
|
|
Wire
Transfers
|
$8.00
|
OUT-OF-POCKET
FEES
|
Out-of-Pocket
charges
|
|
The
Fund will reimburse JPMWSS for reasonable out-of-pocket expenses
incurred
on its behalf.
|
21