International Proxy Voting Addendum dated August 12, 2009 To Master Global Custody Agreement dated August 12, 2009
EX-99.23(g)(30)
International
Proxy Voting Addendum dated August 12, 2009
To Master
Global Custody Agreement dated August 12, 2009
Whereas, pursuant to the Master Global
Custody Agreement referenced above (together with this, and any other addenda
thereto, the “Agreement”), Customer has requested that JPMorgan provide certain
proxy services to Customer and JPMorgan is prepared to do so on the terms and
conditions hereinafter set forth; and
Whereas, it is the intention of the
parties that the services offered by JPMorgan under this Addendum will be
limited to Securities other than U.S. Securities;
Now, therefore, JPMorgan and Customer
agree as follows:
1. Subject
to and upon the terms of this sub-section, JPMorgan will provide Customer (or
its Authorized Person) with (or make available on-line) information, which it
receives on matters to be voted upon at meetings of holders of Securities
("Notifications"), and
JPMorgan will act in accordance with Instructions from Customer (or its
Authorized Person) in relation to such Notifications ("the proxy voting
service"). If information is received by JPMorgan too late to
permit timely voting by Customer (or its Authorized Person), JPMorgan'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.
2. The
proxy voting service is available only in certain markets, details of which are
available from JPMorgan on request. ▇.▇. ▇▇▇▇▇▇ may add markets to or
remove markets from the list of proxy voting services markets upon notice to the
Customer. Provision of the proxy voting service is conditional upon
receipt by JPMorgan of a duly completed enrollment form as well as additional
documentation that may be required for certain markets.
3. JPMorgan
will act upon Instructions to vote on matters referred to in a Notification,
provided Instructions are received by JPMorgan by the deadline referred to in
the relevant Notification. If Instructions are not received in a
timely manner, JPMorgan will not be obligated to provide further notice to
Customer (or its Authorized Person) 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.
4. JPMorgan
reserves the right to provide Notifications or parts thereof in the language
received. JPMorgan will attempt in good faith to provide accurate and
complete Notifications, whether or not translated.
5. Customer
acknowledges that Notifications and other information furnished (or made
available on-line) pursuant to the proxy voting service ("information") are proprietary
to JPMorgan and that JPMorgan owns all intellectual property rights, including
copyrights and patents, embodied therein. Accordingly, Customer (or
its Authorized Person) will not make any use of such information except in
connection with the proxy voting service.
6. In
markets where the proxy voting service is not available or where JPMorgan has
not received a duly completed enrollment form or other relevant documentation,
JPMorgan will not provide Notifications to Customer (or its Authorized Person)
but will endeavor to act upon Instructions to vote on matters before meetings of
holders of Securities where it is reasonably practicable for JPMorgan (or its
Subcustodians or nominees as the case may be) to do so and where such
Instructions are received in time for JPMorgan to take timely
action.
7. Customer
acknowledges that the provision of the proxy voting services may be precluded or
restricted under a variety of circumstances. These circumstances
include, but are not limited to:
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(a)
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the
Securities being on loan or out for
registration;
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(b)
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the
pendency of conversion or another corporate
action;
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(c)
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Securities
being held at Customer’s request in a name not subject to the control of
JPMorgan or its Subcustodian;
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(d)
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Securities
being held in a margin or collateral account at JPMorgan or another bank
or broker, or otherwise in a manner which affects
voting;
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(e)
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local
market regulations or practices, or restrictions by the
issuer;
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(f)
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JPMorgan
may be required to vote all shares held for a particular issue for all of
JPMorgan’s customers on a net basis (i.e., a net yes or no vote based on
voting instructions received from all its customers). Where
this is the case, JPMorgan will inform Customer (or its Authorized Person)
by means of the Notification.
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To the extent that it is practicable
and permissible under the circumstances, JPMorgan shall, upon written
notification from Customer (or its Authorized Person), use reasonable efforts to
assist Customer (or its Authorized Person) in voting proxies.
8. Notwithstanding
the fact that JPMorgan may act in a fiduciary capacity with respect to Customer
under other agreements, in performing active or passive voting proxy
services JPMorgan will be acting solely as the agent of Customer, and will not
exercise any discretion, with regard to such proxy services or vote any proxy
except when directed by an Authorized Person.
9. JPMorgan
may provide the proxy voting service through a third party provided (subject to
the terms of this Agreement), that JPMorgan will be liable for the performance
of such third party to the same extent as JPMorgan would have been if it
performed the proxy voting service itself. The Customer confirms that
JPMorgan is authorized to disclose information relating to the holdings of
Securities in each Account to such third party for the purpose of determining
the Customer’s eligibility to exercise any voting rights attached to such
Securities.
In
Witness Whereof, Customer and JPMorgan have executed this Addendum as of the day
and year first above written.
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[Customer]
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By
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JPMorgan
Chase Bank, N.A.
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By
/s/ ▇▇▇▇▇▇▇ ▇.
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