2
* State Street Bank and Trust Company is not authorized to conduct the business
of a bank in the state of Missouri.
Exhibit 10.16(l)
CUSTODIAN AGREEMENT
THIS AGREEMENT is made as of January 14, 2000, by and between EMPLOYERS
REASSURANCE CORPORATION, a Kansas corporation with its principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Company"),
GREAT SOUTHERN LIFE INSURANCE COMPANY, a Texas corporation with its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Great
Southern"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company* with its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Custodian").
WITNESSETH:
WHEREAS, the Company is the holder of record and the beneficial owner
of certain assets (the "Account"); and
WHEREAS, the Company desires to retain the Custodian to act as
custodian of the assets of the Account, and the Custodian is willing to provide
such services to the Company upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. EMPLOYMENT OF CUSTODIAN AND PROPERTY TO BE HELD BY IT.
Pursuant to the authority of the Company as both beneficial and record
owner of the Account, the Company hereby employs the Custodian as the
custodian of the assets of the Account which are not held by (a)
brokers, private bankers or other entities appointed by the Company to
hold assets of the Company (each a "Local Agent"), and (b) entities
which have advanced monies to the Company and which have received
Account assets as security for such advance(s) (each a "Pledgee"). The
Custodian shall not be responsible for any property of the Company not
received and held by it or held by a Local Agent or Pledgee.
The Custodian is instructed from time to time to employ one or more
reputable sub-custodians located within the United States provided that the
Custodian shall have obtained the written acknowledgment of the Company with
respect to such employment. The Custodian is instructed from time to time to
employ as sub-custodian the non-United States banking institutions located
outside the United States as noted in Schedule A attached hereto (as amended by
the Custodian from time to time by its delivery to the Company of an updated
Schedule A). The Custodian shall have no more or less responsibility or
liability to the Company on account of any actions or omissions of any such
sub-custodian so employed than any such sub-custodian has to the Custodian. The
Custodian shall not be liable for losses arising from the bankruptcy, insolvency
or receivership of any sub-custodian. 2. DUTIES OF THE CUSTODIAN WITH RESPECT TO
PROPERTY OF THE ACCOUNT HELD BY THE CUSTODIAN IN THE UNITED STATES.
A. Holding Investments. The Custodian shall hold and
segregate for the account of the Company all
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non-cash property to be held by it in the United States other
than (a) investments which are maintained pursuant to Section
2.G. in a clearing agency which acts as a securities
depository or in the book-entry system authorized by the
United States Department of the Treasury and certain federal
agencies (each, a "U.S. Securities System") and (b) commercial
paper of an issuer for which the Custodian acts as issuing and
paying agent ("Direct Paper") which is deposited and/or
maintained in the Direct Paper System of the Custodian (the
"Direct Paper System") pursuant to Section 2.▇.
▇. ▇▇▇▇▇▇▇ Business
1. The first deposit to this Account will be made by
Commerce Bank of Kansas City, N.A. ("Commerce Bank")
at the direction of the Company upon termination of
the Escrow Agreement (Fremont Business) of July 1,
1996 between Commerce Bank, the Company and Great
Southern. The amount of this first deposit will be
the entire amount of assets contained in said Escrow
Account, minus any fees due Commerce Bank as of the
termination date of the Escrow Agreement.
2. The Company will deposit to this Account all payments
received by the Company under the following
reinsurance agreements ("Treaties"):
Coinsurance Universal Life Reinsurance
Agreement of December 31, 1995 between the
Company and Fremont Life Insurance Company
("UL Treaty")
Coinsurance Annuity Reinsurance Agreement of
January 1, 1996 between the Company and
Fremont Life Insurance Company ("Annuity
Treaty").
3. The Company will also deposit to this Account all
payments, exclusive of the risk allowance, received
by the Company under the following retrocession
agreements ("Retro Contracts"):
Modified Coinsurance Universal Life and
Annuity Retrocession Agreement (Fremont
Business) of December 31, 1995 between the
Company and Great Southern
Modified Coinsurance Annuity Retrocession
Agreement (Fremont Business) of January
1, 1996 between the Company and Great
Southern
4. Except for those withdrawals permitted by the
following paragraph, all withdrawals to this Account
shall be made or approved by the Company. Withdrawals
made or approved by the Company will be used by the
Company for the purpose of making payments under the
Treaties or the Retro Contracts.
8. For the purpose of administering the business
covered by the Treaties and the Retro Contracts,
without specific approval from the Company, ▇▇▇▇▇▇▇
Life, Inc. ("▇▇▇▇▇▇▇") may during each calendar
quarter withdraw from this Account not more than
$20,000,000 as a dual advance against the net
balance due Fremont at the end of the same quarter
under the Treaties and the balance due the
Company at the end of the same quarter under the
Retro Contracts. The Custodian is not responsible
for obtaining approval from any party for
withdrawals made by ▇▇▇▇▇▇▇ in an aggregate
amount of $20,000,000 or less during any
calendar quarter.
6. The Custodian will have no responsibility for
deciding when the deposits or withdrawals are to be
made or for determining the required amounts thereof
or for determining whether the assets are of a type
which are acceptable to the Company.
C. Delivery Of Investments. The Custodian shall release and
deliver United States investments of the Account held by the
Custodian or in a U.S. Securities System account of the
Custodian or in the Custodian's Direct Paper book entry system
account ("Direct Paper System Account") only upon receipt of
Proper Instructions (as defined below), which may be
continuing instructions when deemed appropriate by the
parties, and only as described in paragraph B. above or in the
following cases:
1. Upon sale of such investments for the account of the Company
and receipt of payment therefor;
2. Upon the receipt of payment in connection with any
repurchase agreement related to such
investments entered into on behalf of the Company;
3. In the case of a sale effected through a U.S.
Securities System, in accordance with the
provisions of Section 2.G. hereof;
4. To the depository agent, against a receipt, in
connection with tender or other similar
offers for portfolio investments of the Account;
5. To the issuer thereof or its agent, against a
receipt, when such investments are called, redeemed,
retired or otherwise become payable; provided that,
in any such case, the cash or other consideration is
to be delivered to the Custodian;
9. To the issuer thereof, or its agent, against a
receipt, for transfer into the name of the Custodian
or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any
agent appointed pursuant to Section 2.F. or into the
name or nominee name of any subcustodian appointed
pursuant to Section 1; or for exchange for a
different number of bonds, certificates or other
evidence representing the same aggregate face amount
or number of units; provided that, in any such case,
the new investments are to be delivered to the
Custodian.
7. Upon the sale of such investments for the account of
the Company, to the broker or its clearing agent,
against a receipt, for examination in accordance with
"street delivery" custom; provided that in any such
case, the Custodian shall have no responsibility or
liability for any loss arising from the delivery of
such investments prior to receiving payment for such
investments except as may arise from the Custodian's
own gross negligence or willful misconduct;
8. For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization,
reorganization or readjustment of the investments of
the issuer of such investments, or pursuant to
provisions for conversion contained in such
investments, or pursuant to any deposit agreement,
against a receipt; provided that, in any such case,
the new investments and cash, if any, are to be
delivered to the Custodian;
9. In the case of warrants, rights or similar
investments, the surrender thereof in the exercise of
such warrants, rights or similar investments or the
surrender of interim receipts or temporary
investments for definitive investments; provided
that, in any such case, the new investments and cash,
if any, are concurrently delivered to the Custodian
or against a receipt;
10. For delivery in connection with any loans of Account
investments made on behalf of the company, but only
against receipt of adequate forms of collateral as
agreed upon from time to time by the Company or its
delegate, which may be in the form of cash or
obligations issued by the United States government,
its agencies or instrumentalities, except that in
connection with any loans for which collateral is to
be credited to the Custodian's account in the
book-entry system, the Custodian will not be held
liable or responsible for the delivery of Account
investments prior to the receipt of such collateral;
11. For delivery as security in connection with any
borrowings by the Company requiring a pledge of
Account assets;
12. For delivery in accordance with the provisions of any
agreement among the Company, the Custodian and a
broker-dealer which is a member of The National
Association of Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange, or of any similar organization
or organizations, regarding escrow or other
arrangements in connection with Account transactions
by the Company;
13. For delivery in accordance with the provisions of any agreement among
the Company, the Custodian, and a Futures Commission Merchant
registered under the Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading Commission and/or any
Contract Market, or any similar organization or organizations,
regarding deposits in connection with Account transactions by the
Company;
14. Upon the sale of such investments and prior to
receipt of payment therefor, but only as set forth in
written Proper Instructions (such delivery in advance
of payment shall be referred to herein as a "Free
Trade"); and
15. For any other proper corporate purpose, but only upon
receipt of Proper Instructions from the Company,
specifying the investments to be delivered, setting
forth the purpose for which such delivery is to be
made, and naming the person or persons to whom
delivery of such investments shall be made.
D. Registration Of Investments. United States investments
held by the Custodian (other than bearer
----------------------------
investments) shall be registered in the name of the Company or
in the name of any nominee of the Company or of any nominee of
the Custodian which nominee shall be assigned exclusively with
respect to the Account, or in the name or nominee name of any
agent appointed pursuant to Section 2.F or in the name or
nominee name of any sub-custodian appointed pursuant to
Section 1. All investments accepted by the Custodian on behalf
of the Company under the terms of this Agreement shall be in
"street name" or other good delivery form. If, however, the
Company directs the Custodian to maintain Account investments
in "street name," the Custodian shall use reasonable efforts
only to (a) timely collect income due to the Company on such
investments and (b) notify the Company of relevant corporate
actions including, without limitation, pendency of calls,
maturities, tender or exchange offers.
F. Collection Of Income. Subject to the provisions of Section
2.C., the Custodian shall collect on a
------------------------------
timely basis all income and other payments with respect to
United States investments held hereunder to which the Company
shall be entitled either by law or pursuant to custom in the
investments business, and shall collect on a timely basis all
income and other payments with respect to United States bearer
investments of the Account if, on the date of payment by the
issuer, such investments are held by the Custodian or its
agent, and shall credit such income as collected to the
Account. Income due on United States investments of the
Account loaned pursuant to the provisions of Section 2.B.10.
shall be the responsibility of the Company; the Custodian will
have no duty or responsibility in connection therewith other
than to provide the Company with such information or data in
its possession as may be necessary to assist the Company in
arranging for the timely delivery to the Custodian of the
income to which the Company is properly entitled.
F. Payment Of Account Monies. Upon receipt of Proper Instructions
from the Company, which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall, from
Account monies, pay out such monies in the following cases
only:
1. Upon the purchase of United States investments, including options,
futures contracts or options on futures contracts, for the Account, but only (i)
against the delivery of such investments, including evidence of title to such
options, futures contracts or options on futures contracts, to the Custodian (or
any bank, banking firm or trust company doing business in the United States or
abroad as a custodian which has been designated by the Custodian as its agent
for this purpose) registered in the name of the Company or in the name of a
nominee of the Company or of the Custodian referred to in Section 2.C. hereof or
in proper form for transfer; (ii) in the case of a purchase effected through a
U.S. Securities System, in accordance with the conditions set forth in Section
2.G. hereof; (iii) in the case of a purchase involving the Direct Paper System,
in accordance with the conditions set forth in Section 2.H.; (iv) in the case of
repurchase agreements entered into between the Company and the Custodian, or
another bank, or a broker-dealer which is a member of NASD, (A) against delivery
of the investments either in certificated form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such investments or (B)
against delivery of the receipt evidencing purchase on behalf of the Company of
investments owned by the Custodian along with written evidence of the agreement
by the Custodian to repurchase such investments from the Company; or (v) for
transfer to a time deposit account of the Company in any bank, whether in the
United States or outside the United States, or any savings and loan; such
transfer may be effected prior to receipt of a confirmation from a broker and/or
the applicable bank or savings and loan pursuant to Proper Instructions from the
Company as defined in Section 6;
2. In connection with conversion, exchange or surrender
of Account investments as set forth in Section 2.B.
hereof;
3. For payment of the amount of dividends received in
respect of Account investments sold short;
4. Upon the purchase of United States investments and
prior to receipt of such investments, but only as set
forth in written Proper Instructions (such payment in
advance of delivery, along with delivery in advance
of payment made in accordance with Section 2.B.14.,
as applicable, shall be referred to herein as a "Free
Trade");
5. For the payment of any expense or liability incurred
by the Company with respect to the Account, including
but not limited to the following payments: interest,
taxes, management, accounting, transfer agent and
legal fees, and operating expenses thereof whether or
not such expenses are to be in whole or part
capitalized or treated as deferred expenses; and
6. For any other proper purpose, but only upon receipt
of Proper Instructions from the Company, specifying
the amount of such payment, setting forth the purpose
for which such payment is to be made, and naming the
person or persons to whom such payment is to be made.
G. Appointment Of Agents. Upon prior written notice to the
Company, the Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank
or trust company to act as its agent to carry out such of the
provisions of this Section 2 as the Custodian may from time to
time direct.
H. Deposit Of Investments In U.S. Securities Systems. The
Custodian may deposit and/or maintain United States
investments of the Account in a U.S. Securities System in
accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations, if
any, and only to the extent applicable and subject to the
following provisions:
1. The Custodian may keep United States investments of the Account in a
U.S. Securities System provided that such investments are represented in an
account of the Custodian in the U.S. Securities System ("U.S. Securities System
Account") which shall not include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for customers;
2. The records of the Custodian with respect to United
States investments of the Company which are
maintained in a U.S. Securities System Account shall
identify by book-entry those investments of the
Account;
3. The Custodian shall pay for United States
investments purchased for the Account upon (i)
receipt of advice from the U.S. Securities
System that such investments have been
transferred to the U.S. Securities System Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such payment and transfer
for the benefit of the Account. The Custodian shall
transfer United States investments sold for the
Account upon (i) receipt of advice from the U.S.
Securities System that payment for such investments
has been transferred to the U.S. Securities
System Account, and (ii) the making of an
entry on the records of the Custodian to reflect
such transfer and payment for the benefit of the
Account. Copies of all advices from the U.S.
Securities System of transfers of United States
Account investments shall identify the Company,
be maintained for the Company by the Custodian
and be provided to the Company at its request. The
Custodian shall furnish the Company confirmation of
each transfer to or from the Account in the form of
a written advice or notice and shall furnish to the
Company copies of daily transaction sheets
reflecting each day's transactions in the U.S.
Securities System with respect to the Account; and
4. The Custodian shall provide the Company with any
report obtained by the Custodian on the U.S.
Securities System's accounting system, internal
accounting control and procedures for safeguarding
United States investments deposited in the U.S.
Securities System.
I. Account Assets Held In The Custodian's Direct Paper System.
The Custodian may deposit and/or maintain Account investments
in the Direct Paper System of the Custodian subject to the
following provisions:
1. No transaction relating to investments in the Direct Paper
System will be effected in the absence of Proper Instructions
from the Company;
2. The Custodian may keep Account investments in the
Direct Paper System only if such investments are
represented in an account of the Custodian in the
Direct Paper System which account shall not include
any assets of the Custodian other than assets held as
a fiduciary, custodian or otherwise for customers;
3. The records of the Custodian with respect to Account
investments which are maintained in the Direct Paper
System shall identify by book-entry such Account
investments; and
4. The Custodian shall pay for investments purchased for
the Account upon the making of an entry on the
records of the Custodian to reflect such payment and
transfer of investments to the Account. The Custodian
shall transfer investments sold for the Account upon
the making of an entry on the records of the
Custodian to reflect such transfer and receipt of
payment for the Account.
J. Segregated Account. The Custodian shall establish and
maintain a segregated account or accounts
-------------------
for and on behalf of the Account, into which account or
accounts shall be transferred cash and/or investments,
including investments maintained in an account by the
Custodian pursuant to Section 2.H. hereof (a) in accordance
with the provisions of any agreement among the Company and a
broker-dealer which is a member of the 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 Commission or any
registered contract market), or of any similar organization or
organizations, regarding escrow or other arrangements in
connection with transactions by the Company, (b) for purposes
of segregating cash or government investments in connection
with options purchased, sold or written by the Company or
commodity futures contracts or options thereon purchased or
sold by the Company or short-sales, and (c) for other proper
purposes set forth in written Proper Instructions.
K. Proxies. The Custodian shall, with respect to the United
States investments held by it hereunder, cause to be executed
by the registered holder of such investments, if the
investments are registered otherwise than in the name of the
Company or a nominee of the Company, all proxies received by
the Custodian without indication of the manner in which such
proxies are to be voted, and shall deliver to the Company such
proxies, all proxy soliciting materials received by the
Custodian and all notices received relating to such
investments.
L. Communications Relating To Account Investments. Subject to
the provisions of Section 2.C., the
------------------------------------------------
Custodian shall transmit to the Company all written
information (including, without limitation, pendency of calls
and maturities of United States investments and expirations of
rights in connection therewith and notices of exercise of call
and put options written by the Company and the maturity of
futures contracts purchased or sold by the Company) received
by the Custodian from issuers of the United States investments
being held for the Account. With respect to tender or exchange
offers, the Custodian shall transmit to the Company all
written information received by the Custodian from issuers of
the United States investments whose tender or exchange is
sought and from the party (or his agents) making the tender or
exchange offer. If the Company desires to take action with
respect to any tender offer, exchange offer or any other
similar transaction, the Company shall notify the Custodian at
least three United States business days prior to the date on
which the Custodian is required to take such action; provided,
however, that the Custodian will use reasonable efforts to
take such action as the Company may request.
3. DUTIES OF THE CUSTODIAN WITH RESPECT TO CERTAIN PROPERTY OF THE ACCOUNT HELD
OUTSIDE OF THE UNITED STATES.
A. Assets To Be Held. The Custodian shall identify on its books
as belonging to the Company, the non-United States investments
of the Account held by each non-United States banking
institution serving as a sub-custodian hereunder.
B. Non-United States Securities Systems. Except as may
otherwise be agreed upon in writing by the
---------------------------------------
Custodian and the Company, non-United States assets of the
Account held pursuant to this Agreement shall be maintained in
a clearing agency which acts as a securities depository or in
a book-entry system for the central handling of securities
located outside of the United States (each a "Non-U.S.
Securities System") only through arrangements implemented by
the non-United States banking institutions serving as
sub-custodians pursuant to the terms hereof (Non-U.S.
Securities Systems and U.S. Securities Systems are
collectively referred to herein as the "Securities Systems").
C. Reports By Custodian. The Custodian will supply to the
Company from time to time, as mutually
---------------------
agreed upon, statements in respect of the investments and
other assets of the Account held by non-United States banking
institutions serving as sub-custodians, including but not
limited to an identification of entities having possession of
the investments and other assets of the Account and advices or
notifications of any transfers of investments to or from each
custodial account maintained by a non-United States banking
institution for the Custodian on behalf of the Account
indicating, as to securities acquired for the Account, the
identity of the entity having physical possession of such
investments.
D. Transactions In Non-United States Custody Account. Except as
otherwise provided in paragraph (1) of this Section 3.D., the
provision of Sections 2.B. and 2.E. of this Agreement shall
apply with any necessary changes to the non-United States
investments of the Account held outside the United States by
non-United States sub-custodians pursuant to this Agreement.
1. Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for investments received for the Account and delivery of
investments maintained for the Account may be effected in accordance with the
customary established securities trading or securities processing practices and
procedures in the jurisdiction or market in which the transaction occurs,
including, without limitation, delivering investments to the purchaser thereof
or to a dealer therefor (or an agent for such purchaser or dealer) against a
receipt with the expectation of receiving later payment for such investments
from such purchaser or dealer.
2. Investments maintained in the custody of a non-United
States sub-custodian may be maintained in the name of
such entity's nominee to the same extent as set forth
in Section 2.C. of this Agreement, and the Company
agrees to hold any such nominee harmless from any
liability as a holder of record of such investments.
F. Liability Of Non-United States Sub-Custodians. Each agreement
pursuant to which the Custodian employs a non-United States
banking institution as a non-United States sub-custodian shall
require the institution to exercise reasonable care in the
performance of its duties. At the election of the Company, it
shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a non-United
States banking institution as a consequence of any such loss,
damage, cost, expense, liability or claim if and to the extent
that the Company has not been made whole for any such loss,
damage, cost, expense, liability or claim.
4. BANK ACCOUNTS.
The Custodian shall open and maintain a separate bank account or accounts
in the United States in the name of the Company, subject only to draft or order
by the Custodian acting pursuant to the terms of this Agreement, and shall hold
in such account or accounts, subject to the provisions hereof, all cash received
by it from or for the Account. Funds held by the Custodian for the Account may
be deposited by the Custodian to its credit as custodian in the banking
department of State Street Bank and Trust Company or in such other banks or
trust companies as it may in its discretion deem necessary or desirable. Such
funds shall be deposited by the Custodian in its capacity as custodian and shall
be withdrawable by the Custodian only in that capacity.
5. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.
A. The Custodian may in its discretion, without express authority
from the Company:
1. Make payments to others for minor transactional
expenses of handling investments or other similar
items relating to its duties under this Agreement,
provided that all such payments shall be accounted
for to the Company;
2. Surrender investments in temporary form for
investments in definitive form;
3. Endorse for collection, in the name of the Company,
checks, drafts and other negotiable instruments; and
4. In general, attend to all non-discretionary details
in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the
investments and property of the Account except as
otherwise directed by the Company.
7. PROPER INSTRUCTIONS.
Proper Instructions as used herein means a writing signed or initialed on
behalf of the Company by one or more person or persons as the Company shall have
from time to time authorized, including ▇▇▇▇▇▇▇ and Ohio Casualty under the
circumstances described in Section 2.B. of this Agreement. Each such writing
shall set forth the specific transaction or type of transaction involved. Oral
instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Company shall cause
all oral instructions to be confirmed in writing. Upon receipt of a certificate
of the Company accompanied by a detailed description of procedures approved by
the Company and the Custodian, Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices. For purposes
of this Section, Proper Instructions shall include instructions received by the
Custodian pursuant to any tri-party agreement which requires a segregated asset
account in accordance with Section 2.I. The Custodian shall have no obligation
to determine if any Proper Instructions received by it from the Company, or any
action taken by it in accordance therewith, comply with the investment policies,
restrictions or guidelines or statutory or regulatory requirements applicable
with respect to the Account.
7. EVIDENCE OF AUTHORITY.
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper reasonably believed
by it to be genuine and to have been properly executed by or on behalf of the
Company. The Custodian may receive and accept a copy of an instruction of the
Company as conclusive evidence (a) of the authority of any person to act in
accordance with such instruction and (b) of any determination or of any action
by said party, in each case as described in such instruction and such
instruction may be considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
8. DUTIES OF CUSTODIAN WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF
VALUE.
The Custodian shall cooperate with and supply necessary information from
its records to the entity or entities appointed by the Company to perform
investment accounting and recordkeeping functions for the assets in the Account
and/or value the assets in the Account.
9. RESPONSIBILITY OF CUSTODIAN.
The Custodian will hold the Company harmless from any loss of securities of the
Company held by the Custodian under this Agreement occasioned in undertaking the
performance of its obligations under this Agreement by (a) the negligence or
dishonesty of the Custodian or the Custodian's officers or employees or (b)
damage, destruction, burglary, robbery, holdup, theft or mysterious
disappearance of any such securities when the Custodian has physical possession
of such securities. In the event there is a loss of the securities for which the
Custodian is obligated to hold the Company harmless as provided in the
immediately preceding sentence, the Custodian shall promptly replace, at its
option, either the security or the value thereof measured as of the date of such
loss and the value of any loss of rights or privileges resulting from said loss
of the security. If the Custodian replaces or reimburses for the loss of
securities, and is later exonerated from liability, the Company shall reimburse
the Custodian for the cost of such replacement or reimbursement.
The Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Agreement and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement. It shall be
kept indemnified by and shall be without liability to the Company for any action
taken or omitted by it in good faith without negligence. The Company hereby
agrees to indemnify and hold harmless the Custodian from and against any and all
costs, expenses, losses, damages, charges, counsel fees, payments and
liabilities which may be asserted against the Custodian arising out of any
failure of the Company to comply with the laws of the United States or any state
or other regulatory body thereof. The Custodian shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the Company) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice. The Custodian shall be entitled to rely upon,
and shall have no duty of inquiry with respect to, the accuracy of any
representation or warranty given to it by the Company and shall be without
liability for any action reasonably taken or omitted by it in reliance thereon.
Regardless of whether assets held pursuant to this Agreement are maintained in
the custody of a non-United States banking institution, a non-United States
securities depository, or a branch or affiliate of a United States bank, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from, or caused by, the direction of or authorization by the
Company to maintain custody of any securities or cash or other property of the
Account outside the United States of America, including, but not limited to,
losses resulting from the nationalization or expropriation of assets, the
imposition of currency controls or restrictions, acts of war or terrorism or
civil unrest, riots, revolutions, work stoppages, natural disasters or other
similar events or acts.
The Custodian shall be without liability to the Company for any loss,
liability, claim or expense resulting from or caused by (a) events or
circumstances beyond the reasonable control of the Custodian or any
sub-custodian or Securities System or any agent or nominee of any of the
foregoing, including, without limitation, the interruption, suspension or
restriction of trading on or the closure of any securities markets, power or
other mechanical or technological failures or interruptions, or computer viruses
or communications disruptions; (b) errors by the Company in its instructions to
the Custodian provided such instructions have been given in accordance with this
Agreement; (c) the insolvency of or acts or omissions by a Securities System;
(d) any delay or failure of any broker, agent or intermediary, central bank or
other commercially prevalent payment or clearing system to deliver to the
Custodian's sub-custodian or agent securities purchased or in the remittance of
payment made in connection with securities sold; (e) any delay or failure of any
company, corporation, or other body in charge of registering or transferring
securities in the name of the Custodian, the Company, the Custodian's
sub-custodians, nominees or agents or any consequential losses arising out of
such delay or failure to transfer such securities including non-receipt of
bonus, dividends and rights and other accretions or benefits; (f) delays or
inability to perform its duties due to any disorder in market infrastructure
with respect to any particular security or Securities System; and (g) changes to
any provision of any present or future law or regulation or order of the United
States of America, or any state thereof, or any other country, or political
subdivision thereof or of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a non-United
States banking institution employed as sub-custodian hereunder to the same
extent as set forth with respect to sub-custodians generally in this Agreement.
If the Company requires the Custodian to take any action with respect to
investments, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned
with respect to the Account being liable for the payment of money or incurring
liability of some other form, the Company, as a prerequisite to requiring the
Custodian to take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
The Custodian (including its affiliates, subsidiaries and agents) will
not advance cash or investments to, for or on behalf of the Account.
However, if the Custodian, or its affiliates, subsidiaries,
sub-custodians or agents, does advance cash or investments for any
purpose (including but not limited to securities settlements, foreign
exchange contracts and assumed settlement) for the benefit of the
Account, or in the event that the Custodian, its sub-custodians or
their respective nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the
performance of this Agreement, except such as may arise from its or its
sub-custodians' or their respective nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any
time held pursuant to this Agreement shall be security therefor and
should the Company fail to repay the Custodian promptly, the Custodian
shall be entitled to utilize available cash and to dispose of Account
assets to the extent necessary to obtain reimbursement.
The Company agrees to indemnify and hold the Custodian harmless from
and against any and all costs, expenses, losses, damages, charges,
counsel fees, payments and liabilities which may be asserted against
the Custodian (a) acting in accordance with any Proper Instruction with
respect to Free Trades or (b) for the acts or omissions of any Local
Agent or Pledgee.
In no event shall the Custodian be liable for indirect, special or
consequential damages.
10. TAX LAW.
A. Tax Law Of The United States Of America. The Custodian
shall have no responsibility or liability
---------------------------------------
for any obligations now or hereafter imposed on the Company
with respect to the Account or the Custodian as custodian of
Account assets by the tax law of the United States of America
or any state or political subdivision thereof. The Custodian
shall be kept indemnified by and shall be without liability to
the Company for any such obligations including taxes,
withholding and reporting requirements, claims for exemption
or refund, additions for late payment, interest, penalties and
other expense (including legal expenses) that may be assessed
against the Company or the Custodian as custodian of the
Account.
B. Tax Law Of Other Jurisdictions. It shall be the
responsibility of the Company to notify the
--------------------------------
Custodian of the obligations imposed on the Company with
respect to the Account by the tax law of jurisdictions other
than those mentioned in Section 10.A. The Custodian shall use
reasonable efforts to assist the Company with respect to any
claim for exemption or refund under the tax law of
jurisdictions for which the Company has provided such
information. Nevertheless, the Custodian shall be kept
indemnified by and shall be without liability to the Company
for any such obligations of which it has not been notified in
writing by the Company, or for which it has received
directions to not withhold United States taxes, including
taxes, withholding and reporting requirements, claims for
exemptions or refund, additions for late payment, interest,
penalties and other expenses (including legal expenses) that
may be assessed against the Company or the Custodian as
custodian of the Company.
11. COMPUTERIZED REPORTING SERVICES.
A. Protection Of Equipment, Confidential Or Proprietary Programs
And Information. The Company agrees to use the equipment,
computer programs and other information supplied by the
Custodian under this Agreement solely for its own internal use
and benefit and not for resale or other transfer or
disposition to, or use by or for the benefit of, any other
person or organization without the prior written approval of
the Custodian.
The Company acknowledges that the data bases, computer
programs, screen formats, screen designs, report formats,
interactive design techniques, and other information furnished
to the Company by the Custodian constitute copyrighted trade
secrets or proprietary information of substantial value to the
Custodian. Such data bases, programs and other information are
collectively referred to below as "Proprietary Information."
The Company agrees that it shall treat all Proprietary
Information as proprietary to the Custodian and that it shall
not divulge any Proprietary Information to any person or
organization except as expressly permitted hereunder. Without
limiting the foregoing, the Company agrees for itself and its
employees and agents:
1. to use such Proprietary Information (i) solely on the
Custodian's computers, (ii) solely from equipment at
Company locations agreed to between the Company and
the Custodian and (iii) solely in accordance with the
Custodian's applicable user documentation;
2. to use equipment supplied by the Custodian solely
with programs supplied by the Custodian
and no other programs or software;
3. to refrain from copying or duplicating in any
way (other than in the normal course of
performing processing on Custodian's computers) any
part of any Proprietary Information;
4. to refrain from obtaining unauthorized access to any
programs, data or other information not owned by the
Company, and if such access is accidentally obtained,
to respect and safeguard the same as Proprietary
Information;
5. to refrain from causing or allowing information
transmitted from the Custodian's computer
to the Company's terminals to be retransmitted
to another computer, terminal or other device;
6. that the Company shall have access to only those
authorized transactions as agreed to
between the Company and the Custodian; and
7. to honor reasonable written requests made by the
Custodian to protect at the Custodian's expense the
rights of the Custodian in Proprietary Information at
common law, under the applicable law of the United
States of America.
B. Company Acknowledgment. The Company hereby acknowledges that
the data and information it will be accessing from the
Custodian is unaudited and may not be accurate due to
inaccurate pricing of securities, delays of a day or more in
updating the Account and other causes for which Custodian will
not be liable to the Company.
12. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT.
This Agreement shall become effective as of its execution. Unless sooner
terminated by mutual consent of the Company and Great Southern (in which case
the stipulation of termination shall specify whether the Company or Great
Southern is to receive the assets), this Agreement shall remain in force until
the Company shall have no liability under the UL Treaty and Annuity Treaty
(either to Fremont Life Insurance Company or to Great Southern as assignee of
Fremont Life pursuant to subparagraph 2 of Article XVIII of the UL Treaty and
the Annuity Treaty). Upon termination of this Agreement, Custodian shall
transfer to Great Southern all of the assets held by Custodian with respect to
this Agreement. Upon termination of the Agreement, the Company shall pay to the
Custodian such compensation as may be due as of the date of such termination and
shall likewise reimburse the Custodian for its costs, expenses and
disbursements.
13. SUCCESSOR CUSTODIAN.
If a successor custodian for the Account shall be appointed by the Company,
the Custodian shall, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
investments of the Account then held by it hereunder and shall transfer to an
account of the successor custodian all of the investments of the Account held in
a Securities System. If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified copy of an
instruction of the Company, deliver at the office of the Custodian such
investments, funds and other properties in accordance with such instruction.
In the event that no written order designating a successor custodian or
certified copy of an instruction of the Company shall have been delivered to the
Custodian on or before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank or trust company,
which is a bank doing business in the United States (including any state) of its
own selection and having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $10,000,000 all
investments, funds and other properties held by the Custodian on behalf of the
Account and all instruments held by the Custodian relative thereto and all other
property held by it under this Agreement and to transfer to an account of such
successor custodian all of the investments of the Account held in any Securities
System. Thereafter, such bank or trust company shall be the successor of the
Custodian under this Agreement.
In the event that investments, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Company to procure the certified copy of the instruction referred
to or of the Company to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such investments, funds and other properties and
the provisions of this Agreement relating to the duties and obligations of the
Custodian shall remain in full force and effect.
14. REPRESENTATIONS.
The Company represents and warrants that (a) it is duly incorporated or
organized, is validly existing in good standing in its jurisdiction of
incorporation or organization and is qualified to conduct its business in every
jurisdiction where its business is conducted, (b) the execution, delivery and
performance of this Agreement, all documents and instruments to be delivered
hereunder or thereunder and all transactions contemplated hereunder or
thereunder have been duly authorized by all necessary action, (c) the person
executing this Agreement on its behalf has been duly authorized to act on its
behalf, (d) this Agreement constitutes its legal, valid, binding and enforceable
agreement, (e) it has obtained all authorizations of any governmental body
required in connection with this and all transactions contemplated hereunder and
such authorizations are in full force and effect and (f) the execution, delivery
and performance of this Agreement and the transactions hereunder will not
violate any agreement, law, ordinance, charter, by-law, rule or regulation
applicable to it or by which it is bound or by which any of its assets are
affected. Further, the Company hereby acknowledges and agrees that it shall
notify the Custodian of any statute, regulation, rule, or other regulatory
requirement or policy governing the Company's assets, and any change thereto,
which may affect the Custodian's responsibilities under this Agreement.
15. GENERAL.
A. Compensation Of Custodian. The Custodian shall be entitled
to reasonable compensation for its services and expenses
as Custodian, as agreed upon from time to time between the
Company and the Custodian.
B. Massachusetts Law to Apply. This Agreement shall be
construed and the provisions thereof interpreted under
and in accordance with laws of The Commonwealth of
Massachusetts.
C. Records. The Custodian shall create and maintain such records
relating to its activities and obligations under this
Agreement in such manner as shall be agreed between the
Custodian and the Company. All such records shall be the
property of the Company and shall at all times during the
regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of the
Company.
D. Reports on Systems of Custodian's Independent Accountant. The
custodian shall annually provide the Company, at the sole cost
and expense of the Company, reports by the Custodian's
independent public accountants on the accounting system,
internal accounting control and procedures for safeguarding
investments relating to the services provided by the Custodian
under this Agreement.
E. Assignment. Except as otherwise set forth herein, this
Agreement may not be assigned by either
party without the written consent of the other.
F. Prior Agreements. This Agreement supersedes and
terminates, as of the date hereof, all prior
contracts between the Company and the Custodian relating to
the custody of Account assets.
G. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an
original, and all such counterparts taken together shall
constitute but one and the same Agreement.
I. Notices. Any notice, instruction or other instrument required
to be given hereunder may be delivered in person to the
offices of the parties as set forth herein during normal
business hours or delivered prepaid registered mail or by
private delivery service or telecopy to the parties at the
following addresses or such other addresses as may be notified
by any party from time to time.
1. To the Company: Employers Reassurance Corporation
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
2. To the Custodian: State Street Bank
801 Pennsylvania
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Insurance Custody
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
3. To Great Southern: Great Southern Life
Insurance Company
c/o Americo
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Such notice, instruction or other instrument shall be deemed
to have been served upon actual receipt.
I. Shareholder Communications. Securities and Exchange
Commission Rule 14b-2 requires banks which
---------------------------
hold securities for the account of customers to respond to
requests by issuers of securities for the names, addresses and
holdings of beneficial owners of securities of that issuer
held by the bank unless the beneficial owner has expressly
objected to disclosure of this information. In order to comply
with the rule, the Custodian needs the Company to indicate
whether it authorizes the Custodian to provide the Company's
name, address, and share position to requesting companies
whose securities are held in the Account. If the Company tells
the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Company tells the
Custodian "yes" or does not check either "yes" or "no" below,
the Custodian is required by the rule to treat the Company as
consenting to disclosure of this information for all
securities owned by the Company or any funds or accounts
established by the Company. For the Company's protection, the
Rule prohibits the requesting company from using the Company's
name and address for any purpose other than corporate
communications. Please indicate below whether the Company
consents or objects by checking one of the alternatives below.
Yes [ ] The Custodian is authorized to
release the Company's name, address,
and share positions.
No [ x ] The Custodian is not
authorized to release the Company's
name, address, and share positions.
J. Reproduction of Documents. This Agreement and all schedules,
exhibits, addenda, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process.
The parties hereto each agree that any such reproduction shall
be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction
was made by a party in the regular course of business, and
that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
K. Year 2000. Custodian will take reasonable steps to ensure that
its products (and those of its third-party suppliers) reflect
the available state of the art technology to offer products
that are Year 2000 ready, including, but not limited to,
century recognition of dates, calculations that correctly
compute same century and multi century formulas and date
values, and interface values that reflect the date issues
arising between now and the next one-hundred years, and if any
changes are required, Custodian will make the changes to its
products at no cost to Company and in a commercially
reasonable time frame and will require third-party suppliers
to do likewise.
Similarly, Company will take reasonable steps to ensure that
its electronic systems reflect the available state of the art
technology and are Year 2000 ready, including, but not limited
to, century recognition of dates, calculations that correctly
compute same century and multi century formulas and date
values, and interface values that reflect the date issues
arising between now and the next one-hundred years, and if any
changes are required, Company will make the changes to its
systems at no cost to Custodian and in a commercially
reasonable time frame.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative as of the
day and year first written above.
EMPLOYERS REASSURANCE CORPORATION
By:
J Name:
Its: , Duly Authorized
STATE STREET BANK AND TRUST COMPANY
By:
K Name:
L Its: , Duly Authorized
GREAT SOUTHERN LIFE INSURANCE COMPANY
By:
M Name:
Its: , Duly Authorized
SCHEDULE A
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
Country Subcustodian Depositories
7
Argentina Citibank, N.A. Caja de Valores S.A.
Australia Westpac Banking Corporation Austraclear Limited
Reserve Bank Information and Transfer System
Austria Erste Bank der Oesterreichischen Oesterreichischen Kontrollbank AG
Sparkassen AG (Wertpapiersammelbank Division)
Bahrain British Bank of the Middle East None
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank None
Belgium Generale de Banque Caisse Interprofessionnelle de Depot et
de Virement de Titres S.A.
Banque Nationale de Belgique
Bermuda The Bank of Bermuda Limited None
Bolivia Banco Boliviano Americano S.A. None
Botswana Barclays Bank of Botswana Limited None
Brazil Citibank, N.A. Companhia Brasileira de Liquidacao e Custodia
Bulgaria ING Bank N.V. Central Depository AD
Bulgarian National Bank
Canada State Street Trust Company Canada The Canadian Depository
for Securities Limited
Chile Citibank, N.A. Deposito Central de Valores S.A.
People's Republic The Hongkong and Shanghai Shanghai Securities Central Clearing and
of China Banking Corporation Limited, Registration Corporation
Shanghai and Shenzhen branches
Shenzhen Securities Clearing
Co., Ltd.
Colombia Cititrust Colombia S.A. Deposito Centralizado de Valores
Sociedad Fiduciaria
Costa Rica Banco BCT S.A. Central de Valores S.A.
Croatia Privredna Banka Zagreb d.d. Ministry of Finance
National Bank of Croatia
Cyprus Cypress Popular Bank Ltd. None
Czech Republic Ceskoslovenska Obchodni Stredisko cennych
papiru(degree)
Banka, A.S.
Czech National Bank
Denmark Den Danske Bank Vaerdipapircentralen (the Danish
Securities Center)
Ecuador Citibank, N.A. None
Egypt Egyptian British Bank Misr Company for Clearing, Settlement,
(as delegate of The Hongkong and and Central Depository
Shanghai Banking corporation Limited)
Estonia Hansabank Eesti Vaartpaberite Keskdepositoorium
Finland ▇▇▇▇▇▇ Bank Limited The Finnish Central Securities
Depository
France Paribas, S.A. Societe Interprofessionnelle
pour la Compensation des
Valeurs Mobilieres (SICOVAM)
Germany Dresdner Bank AG Deutsche Borse Clearing AG
Ghana Barclays Bank of Ghana Limited None
Greece National Bank of Greece S.A. The Bank of Greece, System for
Monitoring Transactions in
Securities Book-Entry Form
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
(▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇)
▇▇▇▇ ▇▇▇▇ Standard Chartered Bank The Central Clearing and
Settlement System
Central Money Markets Unit
Hungary Citibank Rt. Kozponti Elszamolohaz es Ertektar
(budapest) Rt. (▇▇▇▇▇▇)
Iceland Icebank Ltd. None
India Deutsche Bank AG; The National Securities Depository Limited
The Hongkong and Shanghai
Banking Corporation Limited Reserve Bank of India
Indonesia Standard Chartered Bank Bank Indonesia
PT Kusodian Sentral Efek Indonesia
Ireland Bank of Ireland Central Bank of Ireland
Securities Settlement Office
Israel Bank Hapoalim B.M. The Tel Aviv Stock Exchange
Clearing House Ltd. (TASE Clearinghouse)
Bank of Israel
(As part of the TASE Clearinghouse system)
Italy Paribas, S.A. Monte Titoli S.p.A.
Banca d'Italia
Ivory Coast Societe Generale de Banques Depositaire Central Banque de Reglement
en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and The Jamaican Central Securities Depository
Merchant Bank, Ltd.
Japan The Fuji Bank, Limited Japan Securities Depository
Sumitomo Bank Ltd. Center (JASDEC)
Bank of Japan Net System
Jordan British Bank of the Middle East None
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Kenya Barclays Bank of Kenya Limited Central Bank of Kenya
Republic of Korea The Hongkong and Shanghai Banking Korea Securities Depository Corporation
Corporation Limited
Latvia A/s Hansabank The Latvian Central Depository
Lebanon British Bank of the Middle East The Custodian and
Clearing Center of (as delegate of The Hongkong and
Financial Instruments for Lebanon and the Shanghai
Banking Corporation Limited) Middle East (MIDCLEAR)
▇.▇.▇.
The Central Bank of Lebanon
Lithuania Vilniaus Bankas AB The Central Securities Depository of Lithuania
Malaysia Standard Chartered Bank The Malaysian Central Depository Sdn.
Malaysia Berhad Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and Safekeepingm
Systems
Mauritius The Hongkong and Shanghai The Central Depository & Settlement
Banking Corporation Limited Co. Ltd.
Mexico Citibank Mexico, S.A. S.D. INDEVAL
(Instituto para el Deposito de Valores)
Morocco Banque Commerciale du Maroc Maroclear
The Netherlands MeesPierson N.V. Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
De Nederlandsche Bank N.V.
New Zealand ANZ Banking Group New Zealand Central Securities
(New Zealand) Limited Depository Limited
Norway Christiania Bank og Verdipapirsentralen (the Norwegian
Kreditkasse ASA Registry of Securities)
Oman British Bank of the Middle East Muscat Securities Market
Depository & Securities Registration Company
(as delegate of The Hongkong and
Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG Central Depository Company of Pakistan
Limited; State Bank of Pakistan
Palestine British Bank of the Middle East The Palestine Stock Exchange
(as delegate of theHongkong and
Shanghai banking Corporation Limited)
Peru Citibank, N.A. Caja de Valores y Liquidaciones S.A.
CAVALI ICLV S.A.
Philippines Standard Chartered Bank The Philippines Central Depository Inc.
The Registry of Scripless Securities (▇▇▇▇) of
the Bureau of the Treasury
Poland Citibank (Poland) S.A.; The National Depository of Securities
(Krajowy Depozyt Papierow Wartos(180)ciowych)
Central Treasury Bills Registrar
Portugal Banco Comercial Portugues Central de Valores Mobiliarios (Central)
Romania ING Bank N.V. National Securities Clearing, Settlement and
Depository Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Russia Credit Suisse First Boston AO, Moscow None
(as delegate of Credit Suisse First Boston,
Zurich)
Singapore The Development Bank The Central Depository (Pte)
of Singapore Limited Limited
Monetary Authority of Singapore
Slovak Republic Ceskoslovenska Obchodna Stredisko Cennych Papierov
Banka, A.S.
National Bank of Slovakia
Slovenia Bank Austria d.d. Klirinsko Depotna ▇▇▇▇▇▇ ▇.▇.
South Africa Standard Bank of South Africa Limited The Central Depository Limited
Spain Banco Santander Central Hispano, S.A. Servicio de Compensacion y
Liquidacion de Valores, S.A.
Banco de Espana,
Central de Anotaciones en Cuenta
Sri Lanka The Hongkong and Shanghai Central Depository System
Banking Corporation Limited (Pvt) Limited
Swaziland Standard Bank Swaziland Limited None
Sweden Skandinaviska Enskilda Banken Vardepapperscentralen, VPC AB
(the Swedish Central Securities Depository)
Switzerland UBS AG SIS - SegaIntersettle
Taiwan - R.O.C. Central Trust of China The Taiwan Securities Central
Depository Co., Ltd.
Thailand Standard Chartered Bank Thailand Securities Depository
Company Limited
Trinidad & Tobago Republic Bank Limited None
Tunisia Banque Internationale Arabe de Tunisie Societe Tunisienne Interprofessionelle de
Compensation et de Depot de Valeurs
Mobilieres
Turkey Citibank, N.A.; Takas ve Saklama Bankasi A.S.
(TAKASBANK)
Central Bank of Turkey
Ukraine ING Bank, Ukraine The National Bank of Ukraine
United Kingdom State Street Bank and Trust Company, The Bank of England,
London Branch The Central Gilts Office;
The Central Moneymarkets Office
Uruguay Citibank, N.A. None
Venezuela Citibank, N.A. Central Bank of Venezuela
Vietnam The Hongkong and Shanghai None
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited ▇▇▇▇ Central Shares Depository Limited
Bank of Zambia
Zimbabwe Barclays Bank of Zimbabwe Limited None
Euroclear (The Euroclear System)/State Street London Limited
Cedel, S.A. (Cedel Bank, societe anonyme)/State Street London Limited
INTERSETTLE (for EASDAQ Securities