EX-99.(G)(1)(A) 2 dex99g1a.htm AMENDED & RESTATED GLOBAL CUSTODY & FUND ACCOUNTING AGREEMENT DATED 9/1/10 Amended & Restated Global Custody & Fund Accounting Agreement dated 9/1/10

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GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT

TABLE OF CONTENTS

 

1.    INTENTION OF THE PARTIES; DEFINITIONS      1   
   1.1    Intention of the Parties      1   
   1.2    Definitions      1   
2.    WHAT BANK IS REQUIRED TO DO      4   
   2.1    Set Up Accounts      4   
   2.2    Cash Account      5   
   2.3    Segregation of Assets; Nominee Name      5   
   2.4    Settlement of Trades      6   
   2.5    Contractual Settlement Date Accounting      6   
   2.6    Actual Settlement Date Accounting      7   
   2.7    Income Collection (Autocredit®)      7   
   2.8    Certain Ministerial Acts      7   
   2.9    Corporate Actions      8   
   2.10    Class Action Litigation      8   
   2.11    Proxies      9   
   2.12    Statements and Information Available On-Line and other Reports      10   
   2.13    Access to Bank’s Records      11   
   2.14    Maintenance of Financial Assets at Subcustodian Locations      11   
   2.15    Tax Relief Services      12   
   2.16    Fund Accounting Services      12   
   2.17    Global Derivatives Services      12   
   2.18    Money Market Holdings Reports      12   
   2.19    Restricted Markets      12   
   2.20    Compliance with SEC rule 17f-5      12   
   2.21    Compliance with SEC rule 17f-7      14   
   2.22    Notifications      15   
3.    INSTRUCTIONS      15   
   3.1    Acting on Instructions; Unclear Instructions      15   
   3.2    Verification and Security Procedures      15   
   3.3    Instructions; Contrary to Law/Market Practice      16   
   3.4    Cut-off Times      16   

 

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   3.5    Electronic Access      16   
4.    FEES, EXPENSES AND OTHER AMOUNTS OWING TO BANK      16   
   4.1    Fees and Expenses      16   
   4.2    Overdrafts      16   
   4.3    Bank’s Right Over Securities; Set-off      17   
5.    SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS      19   
   5.1    Appointment of Subcustodians; Use of Securities Depositories      19   
   5.2    Liability for Subcustodians      20   
   5.3    Use of Agents      21   
6.    ADDITIONAL PROVISIONS RELATING TO CUSTOMER      21   
   6.1    Representations of Customer and Bank      21   
   6.2    Customer to Provide Certain Information to Bank      22   
   6.3    Customer is Liable to Bank Even if it is Acting for Another Person      22   
7.    WHEN BANK IS LIABLE TO CUSTOMER      22   
   7.1    Standard of Care; Liability      22   
   7.2    Force Majeure      24   
   7.3    Bank May Consult With Counsel      24   
   7.4    Bank Provides Diverse Financial Services and May Generate Profits as a Result      24   
8.    TAXATION      25   
   8.1    Tax Obligations      25   
   8.2    Tax Relief Services      25   
9.    TERMINATION      26   
10.    MISCELLANEOUS      26   
   10.1    Notices      26   
   10.2    Successors and Assigns      27   
   10.3    Interpretation      27   
   10.4    Entire Agreement      27   
   10.5    Information Concerning Deposits at Bank’s London Branch      27   
   10.6    Insurance      28   
   10.7    Governing Law and Jurisdiction      28   
   10.8    Severability; Waiver; and Survival      28   
   10.9    Counterparts      29   
   10.10    Security Holding Disclosure      29   
   10.11    USA Patriot Act Disclosure      29   

 

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10.12          Confidentiality      29   
10.13          No Third Party Beneficiaries      30   
SCHEDULE A         32   
SCHEDULE B         36   
SCHEDULE C         37   
SCHEDULE D         39   
SCHEDULE E         43   
SCHEDULE F         44   
SCHEDULE G         53   
SCHEDULE H         56   
APPENDIX 1      
APPENDIX 2      
APPENDIX 3      

 

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GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT

This Amended and Restated Agreement dated as of September 1, 2010 is between JPMORGAN CHASE BANK, N.A. (“Bank”), with a place of business at One Chase Manhattan Plaza,, New York, New York 10005; and each of the Trusts listed on Schedule A hereto, each of which is acting on behalf of each of the portfolios listed under its name on Schedule A (each, a “Fund”), with a place of business at 245 Park Avenue, New York, NY 10167. For purposes of this Agreement, each individual Fund is a separate “Customer.”

WHEREAS, Bank and each Customer entered into a Global Custody and Fund Accounting Agreement, with the various effective dates set forth therein (the “Original Agreements”);

WHEREAS, Bank and each Customer have entered into various amendments and addenda to the Original Agreements (collectively the “Amendments”);

WHEREAS, Bank and Customer now wish to consolidate the Original Agreements and the Amendments by entering into this Agreement; and

NOW, THEREFORE, the parties hereto hereby agree to amend and restate the Original Agreements 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 Securities custody 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) Investing in foreign markets may be a risky enterprise. The holding of Financial Assets and cash in foreign jurisdictions may involve risks of loss or other special considerations. Bank will not be liable for any loss that results from the general risks of investing or Country Risk.

 

1.2 Definitions.

(a) As used herein, the following terms have the meaning hereinafter stated.

“Account” has the meaning set forth in Section 2.1 of this Agreement.

 

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“Affiliate” means an entity controlling, controlled by, or under common control with, Bank.

Affiliated Subcustodian” means a Subcustodian that is an Affiliate.

“Applicable Laws” means the applicable laws in force in the United States, including the Investment Company Act of 1940 (“1940 Act”); the Investment Advisers Act of 1940, as amended; the Securities Act of 1933, as amended (“1933 Act”) and the Securities Exchange Act of 1934, as amended, (“1934 Act”) as well as any applicable statute, treaty, rule, regulation or common law and any applicable decree, injunction, judgment, order, formal interpretation or ruling issued by a court or governmental entity.

Authorized Person means any person who has been designated by written notice from 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, its Subcustodians, and their respective nominees, directors, officers, employees and agents.

Bank’s London Branch means the London branch office of JPMorgan Chase Bank, N. A.

Business Day means a day on which the Bank is generally open for business.

“Cash Account” has the meaning set forth in Section 2.1(a)(ii).

“Confidential Information” means and includes all non public information concerning the Customer or the Accounts which Bank receives in the course of providing services under this Agreement. Nevertheless, the term Confidential Information shall not include information which is or becomes available to the general public by means other than Bank’s breach of the terms of this Agreement or information that Bank obtains on a non-confidential basis from a person who is not known to be subject to any obligation of confidentiality to any person with respect to that information.

“Corporate Action” means any subscription right, bonus issue, stock repurchase plan, redemption, exchange, tender offer, or similar matter with respect to a Financial Asset in the Securities Account that require discretionary action by the holder, but does not include proxy solicitations.

Country Risk means the risk of investing or holding assets in a particular country or market, including, but not limited to, risks arising from nationalization, expropriation or other governmental actions; the country’s financial infrastructure, including prevailing custody and settlement practices; laws applicable to the safekeeping and recovery of Financial Assets and cash held in custody; the regulation of the banking and securities industries, including changes in

 

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market rules; currency restrictions, devaluations or fluctuations; and market conditions affecting the orderly execution of securities transactions or the value of assets.

“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 any instructions that have been verified in accordance with a Security Procedure or, if no Security Procedure is applicable, which Bank believes in good faith to have been given by an Authorized Person.

“Liabilities” means any liabilities, losses, claims, costs, damages, penalties, fines, obligations, or expenses of any kind whatsoever (including, without limitation, reasonable attorneys’, accountants’, consultants’ or experts’ fees and disbursements).

“Overdraft means any Liabilities that result in the Transfer Accounts being overdrawn.

“Portfolio Swap means an equity swap contracted under the ISDA framework incorporating the definitions contained in the 2000 ISDA Definitions and the 2002 ISDA Equity Derivative Definitions.

Securities means stocks, bonds, rights, warrants and other negotiable and non-negotiable instruments, whether issued in certificated or uncertificated form, that are commonly traded or dealt in on securities exchanges or financial markets. “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.

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 Subcustodian, a Securities Depository, and any other financial institution which in the ordinary course of business maintains Securities custody accounts for others and acts in that capacity.

“Security Procedure” means security procedures to be followed by Customer upon the issuance of an Instruction and/or by Bank upon the receipt of an Instruction, so as to enable Bank to

 

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verify that such Instruction is authorized, as set forth in service level documentation in effect from time to time between the parties with respect to the services set forth in this Agreement, or as otherwise agreed in writing by the parties. A Security Procedure may, without limitation, involve the use of algorithms, codes, passwords, encryption and telephone call backs. Customer acknowledges that Security Procedures are designed to verify the authenticity of, and not detect errors in, Instructions. For the avoidance of doubt, the parties agree that a SWIFT message issued in the name of Customer through any third party utility agreed upon by the parties as being a method for providing Instructions and authenticated in accordance with that utility’s customary procedures, shall be deemed to be an authorized Instruction.

“Services” means the Custody and Fund Accounting Services provided under the Agreement.

“Subcustodian” has the meaning set forth in Section 5.1 and includes Affiliated Subcustodians.

Transfer Agent as used in Section 4.3 means Boston Financial Data Services Inc. or any successor transfer agent appointed by the Customer.

“Transfer Accounts means the clearing account(s) listed on Schedule B hereto used to concentrate cash for the Customers so that monies transferring into and out of such clearing account(s) can be made as a single net payment or receipt by the Bank.

Transfer Account Liabilities means with respect to a given Customer that portion of any Overdraft, obligation, or other Liabilities arising under any of the Transfer Accounts that are attributable to transactions relating to that Customer, including purchases and redemptions of shares of that Customer.

(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”):

 

  (i) a Securities Account in the name of Customer for Financial Assets, which may be received by or on behalf of Bank or its Subcustodian for the account of Customer, including as an Entitlement Holder; and

 

  (ii) an account in the name of Customer (“Cash Account”) for any and all cash in any currency received by or on behalf of Bank for the account of Customer.

 

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Notwithstanding paragraph (ii), cash held in respect of those markets where Customer is required to have a cash account in its own name held directly with the relevant Subcustodian or a Securities Depository will be held in that manner and will not be part of the Cash Account.

(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.

Except as otherwise provided in Instructions acceptable to Bank, all cash held in the Cash Account will be deposited during the period it is credited to the Accounts in one or more deposit accounts at Bank or at Bank’s London Branch. Any cash so deposited with Bank’s London Branch will be payable exclusively by Bank’s London Branch in the applicable currency, subject to compliance with Applicable Law, including, without limitation, any restrictions on transactions in the applicable currency imposed by the country of the applicable currency.

 

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) To the extent permitted by Applicable Law or market practice, Bank will require each Subcustodian to identify in its own records that Financial Assets held at such Subcustodian by Bank on behalf of its customers belong to customers of Bank, such that it is readily apparent that the Financial Assets do not belong to Bank or the Subcustodian.

(c) 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 or its Subcustodian in bearer form;

 

  (ii) to hold Securities in or deposit Securities with any Securities Depository, settlement system or dematerialized book entry or similar systems; and

 

  (iii) to register in the name of Customer, Bank, a Subcustodian, a Securities Depository, or their respective nominees, such Financial Assets as are customarily held in registered form.

(d) 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.

 

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Customer authorizes Bank or its Subcustodian to hold Financial Assets in omnibus accounts and will accept delivery of Financial Assets of the same class and denomination as those with Bank or its Subcustodian.

(e) In the event that Customer requests the opening of any additional Account for the purpose of holding collateral pledged by Customer to a securities exchange, clearing corporation or other central counterparty (a “Counterparty”) to secure trading activity by Customer, or the pledge to a Counterparty of cash or individual Securities held in an Account, that Account (or the pledged cash or Securities) shall be subject to the collateral arrangements in effect between the Bank and the Counterparty in addition to the terms of this Agreement to the extent applicable.

 

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) 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 the 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 the 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 or a Subcustodian actually receives them.

Bank reserves the right to restrict in good faith the availability of contractual settlement

 

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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 pursuant to this sub-section.

 

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.

 

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 neither Bank nor its Subcustodians will 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.

Until Bank receives Instructions to the contrary, Bank will:

(a) 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;

(b) execute in the name of Customer such certificates as may be required to obtain payment in respect of Financial Assets;

(c) exchange interim or temporary documents of title for Financial Assets held in the Securities Account for definitive documents of title; and

 

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(d) provide information concerning the Accounts to Subcustodians, 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 or by a Subcustodian 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 does not commit, however, to provide information concerning Corporate Actions relating to Financial Assets being held at Customer’s request in a name not subject to the control of Bank or its Subcustodian.

(b) If an Authorized Person fails to provide Bank with timely Instructions with respect to any Corporate Action or class action, neither Bank nor its Subcustodians or their respective 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 litigation 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. Bank will promptly notify Customer of any action taken pursuant to this sub-section.

(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 Class Action Litigation.

Any notices received by Bank’s corporate actions department about U.S. settled securities class action litigation that requires action by affected owners of the underlying Financial Assets will be promptly provided to Customer if Bank, using reasonable care and diligence in the circumstances, identifies that Customer was a shareholder and held the relevant

 

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Financial Assets in custody with Bank at the relevant time. Bank will not make filings in the name of Customer in respect to such notifications except as otherwise agreed in writing between Customer and Bank.

 

2.11 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 (“the active proxy voting service”). 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) The active proxy voting service is available only in certain markets, details of which are available from Bank on request. Provision of the active proxy voting service is conditional upon receipt by Bank of a duly completed enrollment form as well as additional documentation that may be required for certain markets.

(c) 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 upon means of providing Notifications to determine if new Notifications have been received.

(d) Bank reserves the right to provide Notifications or parts thereof in the language received. Bank will attempt in good faith to provide accurate and complete Notifications, whether or not translated.

(e) Customer acknowledges that Notifications and other information furnished pursuant to the active proxy voting service (“information”) are proprietary to Bank and that Bank owns all intellectual property rights, including copyrights and patents, embodied therein. Accordingly, Customer will not make any use of such information except in connection with the active proxy voting service.

(f) In markets where the active proxy voting service is not available or where Bank has not received a duly completed enrollment form or other relevant documentation, Bank will not provide Notifications to Customer but will endeavor to act upon Instructions to vote on matters before meetings of holders of Financial Assets where it is reasonably practicable for Bank (or its Subcustodians or nominees as the case may be) to do so and where such Instructions are received in time for Bank to take timely action (the “passive proxy voting service”).

(g) Customer acknowledges that the provision of proxy voting services (whether active or passive) may be precluded or restricted under a variety of circumstances. These circumstances include, but are not limited to:

 

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  (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 or its Subcustodian;

 

  (iv) in a margin or collateral account at Bank or another bank or broker, or otherwise in a manner which affects voting;

 

  (v) local market regulations or practices, or restrictions by the issuer;

 

  (vi) Bank may be required to vote all shares held for a particular issue for all of Bank’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, Bank will inform Customer by means of the Notification.

(h) Notwithstanding the fact that Bank may act in a fiduciary capacity with respect to Customer under other agreements, in performing active or passive voting proxy services Bank 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.

 

2.12 Statements and Information Available On-Line and other Reports.

(a) Bank will send, or make available on-line, to Customer, at times mutually agreed upon, a formal 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. Bank will not be liable with respect to any matter set forth in those portions of any Statement of Account or any such advice (or reasonably implied therefrom) to which Customer has not given Bank a written exception or objection within sixty (60) days of receipt of the Statement of Account, provided such matter is not the result of Bank’s negligence, willful misconduct or bad faith. References in this Agreement to Statements of Account include Statements of Account in electronic form.

(b) 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.

(c) 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

 

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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.

(d) Upon written request, Bank will supply a copy of its current SAS 70 Report to Customer. Upon written request, Bank shall provide Customer with information about Bank’s processes for the management and monitoring of Subcustodians for safeguarding Financial Assets.

 

2.13 Access to Bank’s Records.

The Bank shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of Customer under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be property of Customer. Bank will allow Customer’s duly authorized officers, employees, and agents, including Customer’s independent public accountants, and the employees and agents of the SEC access at all times during the regular business hours of the Bank to such records. Subject to restrictions under Applicable Law, Bank also will obtain an undertaking to permit Customer’s independent public accountants, reasonable access to the records of any Subcustodian of Securities held in the Securities Account as may be required in connection with such examination.

In addition, the Bank shall cooperate with and supply necessary information to the entity or entities appointed by the Customer to keep its books of account and/or compute its net asset value. The Bank shall take all such reasonable actions as a Customer may from time to time request to enable a Customer to obtain, from year to year, favorable opinions from the Customer’s independent accountants with respect to the Bank’s activities hereunder in connection with (i) the preparation of any registration statement of a Customer and of a Customer’s reports on Form N-SAR and any other reports required by the SEC, and (ii) the fulfillment by the Customer of any other requirements of the SEC.

 

2.14 Maintenance of Financial Assets at Subcustodian Locations.

(a) Unless Instructions require another location acceptable to Bank, Financial Assets will be held in the country or jurisdiction in which their principal trading market is located, where such Financial Assets may be presented for payment, where such Financial Assets were acquired, or where such Financial Assets are held. Bank reserves the right to refuse to accept delivery of Financial Assets or cash in countries and jurisdictions other than those referred to in Appendix 2 to this Agreement, as in effect from time to time.

(b) Bank will not be obliged to follow an Instruction to hold Financial Assets with, or have them registered or recorded in the name of, any person not chosen by Bank. However, if Customer does instruct Bank to hold Securities and/or cash with or register or record Securities in the name of a person not chosen by Bank and Bank agrees to do so, the consequences of doing so are at Customer’s own risk and Bank (i) will not be liable therefor and (ii) may not provide

 

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services under this Agreement with respect to Securities or cash so held, including, without limitation, services provided under Sections 2.8, 2.9, 2.11, and 8.2.

 

2.15 Tax Relief Services.

Bank will provide tax relief services as provided in Section 8.2.

 

2.16 Fund Accounting Services.

Bank shall perform fund accounting services as specified on the attached Schedule C.

 

2.17 Global Derivatives Services.

Bank shall perform global derivatives services as specified on the attached Schedule D.

 

2.18 Money Market Holdings Reports.

Bank shall provide money market holdings reports as specified on the attached Schedule E.

 

2.19 Restricted Markets.

The Bank reserves the right to restrict the services it provides in certain markets it determines are restricted markets from time to time. A current list of these markets, and a summary of the related restrictions, is set forth on Schedule G hereto. The Bank may update Schedule G from time to time upon notice to Customer.

 

2.20 Compliance with Securities and Exchange Commission (“SEC”) rule 17f-5 (“rule 17f-5”).

(a) Customer’s board of directors (or equivalent body) (hereinafter “Board”) hereby delegates to Bank, and, except as to the country or countries as to which Bank may, from time to time, advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in rule 17f-5(a)(3) as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold foreign Financial Assets and Cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in rule 17f-5(c)(3)).

(b) In connection with the foregoing, Bank shall:

 

  (i)

provide written reports notifying Customer’s Board of the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and of any material

 

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change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians);

 

  (ii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of foreign Financial Assets and cash would exercise;

 

  (iii) in selecting an Eligible Foreign Custodian, first have determined that foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such foreign Financial Assets and cash, including, without limitation, those factors set forth in rule 17f-5(c)(1)(i)-(iv);

 

  (iv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for foreign Financial Assets and Cash based on the standards applicable to custodians in the relevant market and complies with the requirements of Rule 17f-5(c)(2) with respect to the provisions of the contract.

 

  (v) have established a system to monitor the continued appropriateness of maintaining foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; it being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected foreign Financial Assets and cash.

Subject to (b)(i)-(v) above, Bank is hereby authorized to place and maintain foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank.

(c) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC.

 

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(d) Bank represents to Customer that it is a U.S. Bank as defined in rule 17f-5(a)(7). Customer represents to Bank that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act, as the same may be amended from time to time; (2) its Board: (i) has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager (ii) or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk.

(e) Bank shall provide to Customer such information relating to Country Risk as is specified in Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information.

 

2.21 Compliance with SEC rule 17f-7 (“rule 17f-7”)

(a) Bank shall, for consideration by Customer, provide an analysis of the custody risks associated with maintaining Customer’s foreign Financial Assets and cash with each Eligible Securities Depository used by Bank as of the date hereof (or, in the case of an Eligible Securities Depository not used by Bank as of the date hereof, prior to the initial placement of Customer’s foreign Assets at such Depository) and at which any foreign Financial Assets and cash of Customer are held or are expected to be held. The foregoing analysis will be provided to Customer at Bank’s website. In connection with the foregoing, Customer shall notify Bank of any Eligible Securities Depositories at which it does not choose to have its foreign Financial Assets and cash held. Bank shall monitor the custody risks associated with maintaining Customer’s foreign Financial Assets and cash at each such Eligible Securities Depository on a continuing basis and shall promptly notify Customer or its adviser of any material changes in such risks.

(b) Bank shall exercise reasonable care, prudence and diligence in performing the requirements set forth in Section 2.23(a) above. Bank represents to Customer that it is a “Primary Custodian as defined in rule 17f-7(b)(2).

(c) Based on the information available to it in the exercise of diligence, Bank shall determine the eligibility under rule 17f-7 of each depository before including it on Appendix 3 hereto and shall promptly advise Customer if any Eligible Securities Depository ceases to be eligible. (Eligible Securities Depositories used by Bank as of the date hereof are set forth in Appendix 3 hereto, and as the same may be amended on notice to Customer from time to time.)

 

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2.22 Notifications.

If Customer has agreed to access information concerning the Accounts through Bank’s website, Bank may make any notifications required under this Agreement by posting such notification on the website (except for the notices discussed in Section 10.1).

3. INSTRUCTIONS

 

3.1 ACTING ON INSTRUCTIONS; UNCLEAR INSTRUCTIONS.

(a) Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer will indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement.

(b) Unless otherwise expressly provided, all Instructions will continue in full force and effect until canceled or superseded.

(c) Bank may (in its sole discretion and without affecting any part of this Section 3.1) 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.

 

3.2 VERIFICATION AND SECURITY PROCEDURES.

(a) Bank and Customer shall comply with any applicable Security Procedures with respect to the delivery or authentication of Instructions and shall ensure that any codes, passwords or similar devices are reasonably safeguarded.

(b) Either party may record any of their joint telephone communications.

 

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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, but 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.

 

3.5 Electronic Access.

Access by Customer to certain applications or products of Bank via Bank’s web site or otherwise shall be governed by this Agreement and the terms and conditions set forth in Schedule H.

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 F 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, including, but not limited to, legal fees and tax or related fees incidental to processing by governmental authorities, issuers, or their agents. Customer authorizes Bank to deduct amounts owing to it from the Cash Account, for any such fees or expenses from time to time in arrears. 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.

 

4.2 Overdrafts.

If a debit to any currency in 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) or 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

 

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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 applicable currency in the 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, 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 in any currency 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 and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies.

(c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer.

(d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice, to segregate, place a hold on and/or withhold delivery of such Financial Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) upon notice to the Board of such Customer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities. Without prejudice to Bank’s rights under Applicable Laws, Bank may, upon notice to the Board of such Customer, set off any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of any of that Customer’s accounts (whether deposit or otherwise) with any Bank branch or office.

(e) Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, Customer will ensure that the Transfer Agent provides to the Bank, promptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any obligations,

 

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Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be responsible for any Liabilities resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Bank regarding the Transfer Accounts.

(f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of set-off against a Customer’s assets pursuant to this Section 4.3.

 

  (i) The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or right of set-off against a Customer’s assets, including all applicable provisions of state law relating to enforcement of rights of set off or liens against securities and other property held in bailment.

 

  (ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) of the Agreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (y) give written notice (‘“Notice”) to the Board of the applicable Customer of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request.

 

  (iii)

Prior to enforcing a right of set-off or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board of the Customers, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate, place a hold on and/or withhold delivery of Financial Assets in each such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of the applicable Customers of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business days following the Notice. The Customer may request the Bank to substitute different Financial Assets

 

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for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request.

 

  (iv) The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed.

 

  (v) The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained.

 

  (vi) The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, to the best of its knowledge, independently would raise affiliated transaction concerns under the 1940 Act.

5. SUBCUSTODIANS, SECURITIES DEPOSITORIES, AND OTHER AGENTS

 

5.1 Appointment of Subcustodians; Use of Securities Depositories.

(a) Bank is authorized under this Agreement to act through and hold Customer’s Financial Assets with subcustodians, being at the date of this Agreement the entities listed in Appendix 2 and/or such other entities as Bank may appoint as subcustodians (“Subcustodians”). Bank will use reasonable care, prudence and diligence in the selection and continued appointment of such Subcustodians. At the request of Customer, Bank may, but need not, add to Appendix 2 an Eligible Foreign Custodian where Bank has not acted as Foreign Custody Manager with respect to the selection thereof. Bank shall notify Customer in the event that it elects to add any such entity. In addition, Bank and each Subcustodian 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) Any agreement Bank enters into with a Subcustodian for holding Bank’s customers’ assets will provide that such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim for payment for their safe custody or administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and that the beneficial ownership thereof will be freely transferable without the payment of money or value other than for safe custody or administration. Where a Subcustodian deposits Securities with a Securities Depository, Bank will cause the Subcustodian to identify on its records as belonging to Bank, as agent, the Securities shown on the Subcustodian’s account at such Securities Depository. This Section 5.1(b) will not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

 

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(c) 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 reasonable endeavors, in its discretion, to seek recovery from the Securities Depository, but Bank will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action.

(d) The term Subcustodian as used herein shall mean the following:

 

  (i) a ‘U.S. Bank,’ which shall mean a U.S. bank as defined in rule 17f-5(a)(7);

 

  (ii) an ‘Eligible Foreign Custodian,’ which shall mean: (i) a banking institution or trust company, incorporated or organized under the laws of a country other than the United States, that is regulated as such by that country’s government or an agency thereof, and (ii) a majority-owned direct or indirect subsidiary of a U.S. bank or bank holding company which subsidiary is incorporated or organized under the laws of a country other than the United States. In addition, an Eligible Foreign Custodian shall also mean any other entity that shall have been so qualified by exemptive order, rule or other appropriate action of the SEC.

 

  (iii) For purposes of clarity, it is agreed that as used in Section 5.2(a), the term Subcustodian shall not include any Eligible Foreign Custodian as to which Bank has not acted as Foreign Custody Manager.

(e) The term ‘securities depository’ as used herein when referring to a securities depository located outside the U.S. shall mean:

an “Eligible Securities Depository” which, in turn, shall have the same meaning as in rule 17f-7(b)(1)(i)-(vi) as the same may be amended from time to time, or that has otherwise been made exempt pursuant to an SEC exemptive order or no-action letter of the staff of the SEC.

(f) The term “securities depository” as used herein when referring to a securities depository located in the U.S. shall mean a “securities depository” as defined in rule 17f-4(a).

 

5.2 Liability for Subcustodians.

(a) Subject to Section 7.1(b), Bank shall be liable for the actions or omissions of any Subcustodian to the same extent as if such act or omission was performed by the Bank itself. In the event of any Losses suffered or incurred by a Customer caused by or resulting from the actions or omissions of any Subcustodian for which the Bank would otherwise be liable, the Bank shall promptly reimburse such Customer in the amount of any such Losses. Bank shall also be liable for losses that result from the insolvency of any Affiliated Subcustodian.

 

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(b) Subject to Section 5.1(a) and Bank’s duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch or an Affiliated Subcustodian.

(c) Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice if practicable. Upon request by Customer, Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

 

5.3 Use of Agents.

(a) Bank may provide certain services under this Agreement through third parties, which may be Affiliates, provided the provision of services by such Affiliate complies with the 1940 Act and the rules issued thereunder and the policies and procedures of the Customer. Except to the extent provided in Section 5.2 with respect to Subcustodians, 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 2.8 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 to the extent that: (1) Bank has established a program for such trading with such Affiliate, (2) trading with such Affiliate complies with the 1940 Act, as amended and the rules issued thereunder, and (3) trading with such Affiliate complies with the Customer’s policies and procedures, provided that such policies and procedures have been provided to Bank and Bank has agreed that they are acceptable to Bank. An affiliated 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, and to enter into foreign exchange transactions;

 

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(ii) assuming execution and delivery of this Agreement by Bank, this Agreement is Customer’s legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement (iii) it has not relied on any oral or written representation made by Bank or any person on its behalf, and acknowledges that this Agreement sets out to the fullest extent the duties of Bank; (iv) it is a resident of the United States and shall notify Bank of any changes in residency; and (v) except as granted under Section 4.3 of this Agreement or otherwise to Bank, the Financial Assets and cash deposited in the Accounts are not subject to any encumbrance or security interest whatsoever and the Customer undertakes that, so long as Liabilities are outstanding, it will not create or permit to exist any encumbrance or security interest over such Financial Assets or cash except with the prior written consent of Bank.

(b) Bank represents and warrants that (i) assuming execution and delivery of this Agreement by Customer, this Agreement is Bank’s legal, valid and binding obligation, enforceable in accordance with its terms and (ii) it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement.

Bank may rely upon the above or the certification of such other facts as may be required to administer Bank’s obligations hereunder. Customer shall indemnify Bank against all losses, liability, claims or demands arising directly or indirectly from any such certifications.

 

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 shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by

 

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Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s negligence or willful misconduct and to the extent provided in Section 5.2(a). In addition, Bank shall be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim.

Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall (i) promptly notify Customer of the occurrence of such event and (ii) use its commercially reasonable best efforts to cause any Subcustodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to Customer.

Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, Bank’s performance hereunder, or Bank’s role as custodian.

(b) 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 acted with reasonable care and 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. Nevertheless, Customer will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.

(c) Without limiting Subsections 7.1 (a) or (b), 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).

 

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7.2 Force Majeure.

Bank will maintain and update from time to time business continuation and disaster recovery procedures with respect to its global custody business that it determines from time to time meet reasonable commercial standards. Bank will have no liability, however, for any damage, loss, expense or liability of any nature that Customer may suffer or incur, caused by an act of God, fire, flood, civil or labor disturbance, war, terrorism, act of any governmental authority or other act or threat of any authority (de jure or de facto), legal constraint, fraud or forgery, 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 Bank (including without limitation, the non-availability of appropriate foreign exchange).

 

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 reasonably may be the professional advisers of Customer), and will not be liable to Customer for any action taken or omitted pursuant to such advice; provided that Bank has selected and retained such professional advisers using reasonable care and acts reasonably in reliance on the 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 Account 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.

 

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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) 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) as a result of any delay by any revenue authority or any other cause beyond the 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.

(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 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 reclaims or reduction of withholding which it will pursue in respect of income payments under this section.

(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

 

25


documentation (pro forma copies of which are available from Bank), prior to the receipt of Financial assets in the Account or the payment of income.

(c) Bank will perform tax relief services only with respect to taxation levied by the revenue authorities of the countries advised to Customer from time to time and Bank may, by notification in writing, in its absolute discretion, supplement or amend the countries in which 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 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.

10. MISCELLANEOUS

 

10.1 Notices.

(a) Notices pursuant to Section 9 of this Agreement shall be sent or served by registered mail, overnight delivery services, such as Federal Express (FedEx) or United Parcel Service (UPS), etc., courier services 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.

(b) The notice required in Section 4.3(f) of the Agreement shall be served by registered mail or hand delivery to the following:

Chairman of the Board of the J.P. Morgan Funds

c/o Kramer Levin Naftalis & Frankel LLP

 

26


1177 Avenue of the Americas

New York, NY 10036

Attention: Carl Frischling, Esq.

With copies to

President, J.P. Morgan Funds

c/o J.P. Morgan Asset Management

245 Park Avenue, 3rd Floor

New York, NY 10167

and

J.P. Morgan Funds

c/o J.P. Morgan Asset Management

245 Park Avenue, 3rd Floor

New York, NY 10167

Attention: Funds Legal

 

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.

 

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 Entire Agreement.

This Agreement, including the Schedules, Exhibits, and Appendices (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 including the Original Agreements and all Amendments thereto. Amendments must be in writing and signed by both parties.

 

10.5 Information Concerning Deposits at Bank’s London Branch.

Under U.S. federal law, deposit accounts that Customer maintains in Bank’s foreign branches (outside of the U.S.) are not insured by the Federal Deposit Insurance Corporation. In the event of Bank’s liquidation, foreign branch deposits have a lesser preference than U.S. deposits, and

 

27


such foreign deposits are subject to cross-border risks. However, the Financial Services Compensation Scheme (the “FSCS”) was created under the Financial Services and Markets Act 2000. The terms of the FSCS offer protection in connection with deposits and investments in the event of the persons to whom Bank’s London Branch provides services suffering a financial loss as a direct consequence of Bank’s London Branch being unable to meet any of its liabilities, and subject to the FSCS rules regarding eligible claimants and eligible claims, Customer may have a right to claim compensation from the FSCS. Subject to the terms of the FSCS, the limit on the maximum compensation sum payable by the FSCS in relation to investment business is £48,000 and in relation to deposits is £50,000. A detailed description of the FSCS (including information on how to make a claim, eligibility criteria and the procedures involved) is available from the FSCS who can be contacted at 7th Floor, Lloyds Chambers, Portsoken Street, London, E1 8BN.

 

10.6 Insurance.

Bank will not be required to maintain any insurance coverage for the benefit of Customer.

 

10.7 Governing Law and Jurisdiction.

This Agreement will be construed, regulated, and administered under the laws of the United States or State of New York, as applicable, without regard to New York’s principles regarding conflict of laws. 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 Laws, 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. To the extent that in any jurisdiction Customer may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution, attachment (before or after judgment) or other legal process, Customer shall not claim, and it hereby irrevocably waives, such immunity.

 

10.8 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.

 

28


(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.

(c) Bank’s rights, protections, and remedies under this Agreement shall survive its termination.

 

10.9 Counterparts.

This Agreement may be executed in several counterparts each of which will be deemed to be an original and together will constitute one and the same agreement.

 

10.10  Security Holding Disclosure.

With respect to Securities and Exchange Commission Rule 14b-2 under The U.S. Shareholder Communications Act, regarding disclosure of beneficial owners to issuers of Securities, Bank is instructed not to disclose the name, address or Security positions of Customer in response to shareholder communications requests regarding the Accounts.

 

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 it. Accordingly, Customer acknowledges that Section 326 of the USA PATRIOT Act and Bank’s identity verification procedures require Bank to obtain information which may be used to confirm Customer’s identity including without limitation Customer’s name, address and organizational documents (“identifying information”). Customer may also be asked to provide information about its financial status such as its current audited and unaudited financial statements. Customer agrees to provide Bank with and consents to Bank obtaining from third parties any such identifying and financial information required as a condition of opening an account with or using any service provided by Bank.

 

10.12  Confidentiality.

(a) Subject to Clause 10.13(b) Bank will hold all Confidential Information in confidence and will not disclose any Confidential Information except as may be required by Applicable Laws, a regulator with jurisdiction over the Bank’s business, or with the consent of Customer.

(b) Customer authorizes Bank to disclose Confidential Information to:

 

29


 

  (i) any Subcustodian, subcontractor, agent, Securities Depository, securities exchange, broker, third party agent, proxy solicitor, issuer, or any other person that Bank believes it is reasonably required to provide the Confidential Information to in connection with Bank’s provision of relevant services under this Agreement;

 

  (ii) its professional advisors, auditors or public accountants;

 

  (iii) its Affiliates to the extent Bank reasonably believes is required in connection with the customary review of Customer’s credit profile by such Affiliates and branches, and

 

  (iv) any revenue authority or any governmental entity in relation to the processing of any tax relief claim.

 

10.13    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.

 

30


 

SIGNED for and on behalf of:

JPMORGAN INSTITUTIONAL TRUST

JPMORGAN TRUST I

JPMORGAN TRUST II

J.P. MORGAN MUTUAL FUND GROUP

J.P. MORGAN FLEMING MUTUAL FUND
GROUP, INC.

J.P. MORGAN MUTUAL FUND INVESTMENT
TRUST

UNDISCOVERED MANAGERS FUNDS

UM INVESTMENT TRUST

JPMORGAN INSURANCE TRUST

PACHOLDER HIGH YIELD FUND, INC.

By:  

  /s/ Patricia A. Maleski

Name:         Patricia A. Maleski
Title:       President and Principal Executive Officer
JPMORGAN CHASE BANK, N.A.
By:  

  /s/ Timothy Hornbrook

Name:         Timothy Hornbrook
Title:       Executive Director

 

31


SCHEDULE A

List of Entities Covered by the Global Custody and Fund Accounting Agreement

Amended as of September 1, 2010

JPMorgan Institutional Trust

JPMorgan Intermediate Bond Trust

JPMorgan Core Bond Trust

JPMorgan Equity Index Trust

J.P. Morgan Fleming Mutual Fund Group, Inc

JPMorgan Mid Cap Value Fund

J.P. Morgan Mutual Fund Group

JPMorgan Short Term Bond Fund II

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Growth Advantage Fund

JPMorgan Insurance Trust

JPMorgan Insurance Trust Core Bond Portfolio

JPMorgan Insurance Trust Equity Index Portfolio

JPMorgan Insurance Trust International Equity Portfolio

JPMorgan Insurance Trust Intrepid Growth Portfolio

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio

JPMorgan Insurance Trust Mid Cap Growth Portfolio

JPMorgan Insurance Trust Mid Cap Value Portfolio

JPMorgan Insurance Trust Small Cap Core Portfolio

JPMorgan Insurance Trust U.S. Equity Portfolio

JPMorgan Trust I

Highbridge Dynamic Commodities Strategy Fund

Highbridge Statistical Market Neutral Fund

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan Access Balanced Fund

JPMorgan Access Growth Fund

JPMorgan Alternative Strategies Fund

JPMorgan Asia Equity Fund

JPMorgan California Municipal Money Market Fund

JPMorgan California Tax Free Bond Fund

JPMorgan China Region Fund

JPMorgan Credit Opportunities Fund (effective upon the effectiveness of the Fund’s registration statement)

JPMorgan Current Yield Money Market Fund (effective upon the effectiveness of the Fund’s registration statement)

JPMorgan Disciplined Equity Fund

JPMorgan Diversified Fund

 

32


JPMorgan Trust I (continued)

JPMorgan Dynamic Growth Fund

JPMorgan Dynamic Small Cap Growth Fund

JPMorgan Emerging Economies Fund

JPMorgan Emerging Markets Debt Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan Federal Money Market Fund

JPMorgan Global Focus Fund

JPMorgan Global Natural Resources Fund (effective upon the effectiveness of the Fund’s registration statement)

JPMorgan Growth and Income Fund

JPMorgan Growth Long/Short Fund (effective upon the effectiveness of the Fund’s registration statement)

JPMorgan Income Builder Fund

JPMorgan India Fund

JPMorgan Inflation Managed Bond Fund

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan International Currency Income Fund

JPMorgan International Equity Fund

JPMorgan International Opportunities Fund

JPMorgan International Opportunities Plus Fund

JPMorgan International Realty Fund

JPMorgan International Small Cap Equity Fund

JPMorgan International Value Fund

JPMorgan International Value SMA Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid European Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid International Fund

JPMorgan Intrepid Multi Cap Fund

JPMorgan Intrepid Value Fund

JPMorgan Latin America Fund

JPMorgan Managed Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Multi-Cap Long/Short Fund (effective upon the effectiveness of the Fund’s registration statement)

JPMorgan Multi-Sector Income Fund (effective upon the effectiveness of the Fund’s registration statement)

JPMorgan New York Municipal Money Market Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Prime Money Market Fund

JPMorgan Real Return Fund

JPMorgan Research Equity Long/Short Fund

JPMorgan Research Market Neutral Fund

JPMorgan Russia Fund

JPMorgan Small Cap Core Fund

 

33


JPMorgan Trust I (continued)

JPMorgan Small Cap Equity Fund

JPMorgan Strategic Income Opportunities Fund

JPMorgan Strategic Preservation Fund

JPMorgan Tax Aware Disciplined Equity Fund

JPMorgan Tax Aware High Income Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Tax Aware Real Return SMA Fund

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Total Return Fund

JPMorgan U.S. Dynamic Plus Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan U.S. Large Cap Value Plus Fund

JPMorgan U.S. Research Equity Plus Fund

JPMorgan U.S. Small Company Fund

JPMorgan Value Advantage Fund

JPMorgan Value Discovery Fund

JPMorgan Trust II

JPMorgan Arizona Municipal Bond Fund

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Government Bond Fund

JPMorgan High Yield Fund

JPMorgan International Equity Index Fund

JPMorgan Intrepid Mid Cap Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Growth Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Limited Duration Bond Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan Market Expansion Index Fund

JPMorgan Michigan Municipal Bond Fund

JPMorgan Michigan Municipal Money Market Fund

JPMorgan Mid Cap Growth Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan Municipal Income Fund

JPMorgan Municipal Money Market Fund

JPMorgan Ohio Municipal Bond Fund

 

34


JPMorgan Trust II (continued)

JPMorgan Ohio Municipal Money Market Fund

JPMorgan Short Duration Bond Fund

JPMorgan Short-Intermediate Municipal Bond Fund

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan Tax Free Bond Fund

JPMorgan Treasury & Agency Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Real Estate Fund

JPMorgan U.S. Treasury Plus Money Market Fund

UM Investment Trust

Undiscovered Managers Multi-Strategy Fund

Undiscovered Managers Funds

JPMorgan Realty Income Fund

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Value Fund

Pacholder High Yield Fund, Inc.

This Schedule A supersedes and replaces any previously executed Schedule A between the parties.

 

35


SCHEDULE B

List of Transfer Accounts

Amended as of September 1, 2010

 

ACCOUNT NO.

  

ACCOUNT TITLE

323125794    Boston Financial Data Services as Agent for JPMorgan Clearing Account
323508561    Boston Financial Data Services as Agent for JPMorgan Funds WDC Teltran
323363792    BFDS as Agent for JPMorgan Funds for the One Hour Wire Redemption Account
323125840    BFDS as Agent for JPMorgan Funds Wire Redemption Account
323125832    BFDS Inc as Agent for JPMorgan Wire Purchase Account
614950074    BFDS as Agent for JPMorgan Check Redemption Account
323125824    Boston Financial Data Services as Agent for JPMorgan NSCC AC
614960061    Boston Financial Data Services as Agent for JPMorgan Dividend Account
614960029    Boston Financial Data Services as Agent for JPMorgan 12B-1
323220495    BFDS as Agent for JPMorgan TS Link Redemption Account
323220487    BFDS Inc as Agent for JPMorgan TS Link Purchase Account
614960037    BFDS Inc as Agent for Multi Strategy Clearing Account
9102652261    Boston Financial Data Services as Agent for JPMorgan ACH Account
323227627    Boston Financial Data Services as Agent for JPMorgan Sweep Account

 

36


SCHEDULE C

DESCRIPTION OF FUND ACCOUNTING SERVICES

 

 

NAV Calculation / Fund Valuation:

 

   

Standard transactional and NAV materiality thresholds

 

   

2a-7 pricing for Money Market Funds (weekly)

 

   

Mark to market NAV test performed weekly at the composite and class level

 

 

Fund Pricing and Reporting

 

   

Utilizing standard and automated vendor inputs, including international Fair Valuation

 

   

Standard valuation oversight reporting (e.g., Fair Value reports, Broker Prices, etc.)

 

 

Capital Stock Processing and Reconciliation

 

   

Utilizing automated data files from transfer agent

 

   

Automated NAV transmissions to transfer agent

 

 

Cash Availability Reporting for Money Market Funds

 

 

Specialized cash reporting for the Highbridge Dynamic Commodities Strategy Fund

 

 

Portfolio Trades Processing

 

   

Utilizing standard and automated inputs

 

   

Specialized trade processing and reconciliations for Highbridge Dynamic Commodities Strategy Fund for swaps and brokers statements

 

 

Corporate actions processing

 

 

Portfolio Income Recognition

 

 

Automated Expense Processing

 

   

Perform manual waiver process for the Money Market Funds

 

   

Perform a manual ‘All-in’ cap calculation for the JPMorgan Alternative Strategies Fund

 

 

Rate Calculations for Daily Distributing Funds

 

   

SEC Yield Calculations (monthly)

 

 

Cash Reconciliations (daily)

 

 

Asset Reconciliations (weekly); Futures and Proprietary Fund of Funds daily

 

 

NAV Dissemination

 

   

Sleeves of JPMorgan Access Funds are reported manually via an excel spreadsheet

 

   

Utilizing Unity Performance / GraphNet (Related out-of-pocket fees charged to client)

 

37


 

 

Audit Reporting and Coordination

 

   

External audit, SAS70, and client due diligence coordination

 

   

Monitor as of trading for 60 days during the Audit Period

 

   

Prepare Audit Confirms

 

   

Specialized Audit support for Highbridge Dynamic Commodities Strategy Fund: generate monthly grossed-up holdings report for Commodity Swap positions

 

 

Standard Client Reporting

 

   

Standard End-of-Day Accounting Information

 

 

Risk Oversight Reporting (e.g., Aged Receivables, Stale Prices, etc)

 

 

Provide data for board reports and pricing committee materials

 

 

Investment Manager / Sub-Advisor Reconciliation (3rd Party Recons)- Highbridge Dynamic Commodities Strategy Fund

 

 

Provide short extension services for funds which operate a synthetic long/short investment strategy

 

38


SCHEDULE D

Global Derivative Services

The following provisions are added to the Agreement with respect to certain services provided by the Bank for certain OTC Derivative Contracts which are included in a Fund’s portfolio.

 

I. DEFINITIONS

Back-Up Method” means an alternative method to be used to price an OTC Derivative Contract if the Customer’s selected method cannot be used.

Calculated Price” for an OTC Derivative Contract on a given date means the amount determined by a Supported Pricing Model for such OTC Derivative Contract for such date.

Non-Supported OTC” means an OTC Derivative Contract which cannot be priced using a Supported Pricing Model.

OTC Derivative Contract” means any contract of a type that Bank, acting reasonably, determines to be an over-the-counter derivative.

Reports” means information from Bank systems that is supplied to the Customer.

Supported Pricing Model” means the theoretical algorithms that Bank has on its systems and the data sources which such algorithms use which can be used to price OTC Derivative Contracts.

 

II. INFORMATION REQUIRED FROM THE CUSTOMER

 

2.1 If the Customer requests that Bank provides any of the services under this Schedule in respect of any OTC Derivative Contract then:

 

  (a) the Customer shall provide to Bank in a timely, accurate and complete manner all information relating to each OTC Derivative Contract that Bank requires and in such a format as Bank shall specify to allow Bank to capture each OTC Derivative Contract onto its systems;

 

  (b) the Customer shall provide to Bank throughout the term of each OTC Derivative Contract in a timely, accurate and complete manner any amendments to each OTC Derivative Contract or otherwise notify Bank of any other events in relation to each OTC Derivative Contract which are likely to have an effect on the valuation of the OTC Derivative Contract.

 

III. TRANACTION PROCESSING AND LIFECYCLE MANAGEMENT

 

3.1

Subject to Clause 2.1 and Clause 6, Bank shall maintain a process for daily position management so that the Bank shall have an up-to-date record for each OTC Derivative Contract on its system. This daily position management process shall include the setting

 

39


 

up each OTC Derivative Contract on the system and amending the OTC Derivative Contract as reasonably required to reflect, without limitation, cancellations, terminations, option exercises and option expiries, maturities or credit events as notified to the Bank by the Customer The Bank shall also support cash break resolution, manage the reconciliation of trades, positions and cashflows related to the OTC Derivative Contract as well as provide the Customer with associated cashflow and lifecycle reporting.

 

IV. PRICING SERVICE

 

4.1 As soon as is reasonably practicable, the Customer and Bank shall agree upon a procedure for pricing any OTC Derivative Contract that may be entered into by the Customer. The Customer may request that Bank price any OTC Derivative Contract as follows:

 

  (a) The Customer may request that Bank provides a Calculated Price from its Supported Pricing Models;

 

  (b) The Customer may request that Bank sources the price of the OTC Derivative Contract from brokers, counterparties or from third-party vendors agreed upon with the Customer;

 

  (c) The Customer may provide the price of the OTC Derivative Contract; or

 

  (d) any reasonable combination of (a), (b) or (c).

 

4.2 If Bank and the Customer have agreed to price the OTC Derivative Contract under Clause 4.1(a) then the following shall apply:

 

  (a) Bank shall notify the Customer of the relevant Supported Pricing Models;

 

  (b) The Customer shall review and agree upon the Supported Pricing Models with Bank. Bank shall supply to the Customer such reasonable information relating to the Supported Pricing Models as the Customer requests. The Customer acknowledges and agrees that some information relating to the Supported Pricing Models may contain proprietary information and that Bank shall, in such case, not be required to provide such information. To the extent that Bank provides information relating to the Supported Pricing Models to the Customer, the Customer shall treat any Supported Pricing Model information as confidential information and shall not disclose it to any person without the prior written consent of Bank;

 

  (c)

If after reviewing the Supported Pricing Models the Customer does not wish any OTC Derivative Contract to be priced using the Supported Pricing Models, the

 

40


 

Customer shall notify Bank and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c);

 

  (d) Bank and the Customer shall review, and modify as agreed between the parties, the Supported Pricing Models from time to time;

 

  (e) If the Customer enters into a Non-Supported OTC, Bank shall notify the Customer that the OTC Derivative Contract is a Non-Supported OTC as soon as is reasonably practicable and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c).

 

4.3 Bank shall use the method agreed under Clause 4.1 for determining the price of any OTC Derivative Contract for the purpose of inputting such price in the net asset calculation.

 

4.4 Bank and the Customer shall agree upon a Back-Up Method. If Bank cannot provide a price for any OTC Derivative Contract as a result of:

 

  (a) the Customer not providing all the information required under Clause 2.1;

 

  (b) any brokers, counterparty or third party vendors not providing such price;

 

  (c) the Customer not providing the price; or

 

  (d) any reasons beyond the reasonable control of Bank, then Bank shall apply such Back-Up Method.

 

4.5 The Customer acknowledges that it is the Customer’s responsibility to ensure that any method of pricing any OTC Derivative Contract is authorized under the Customer’s Prospectus.

 

V. REPORTS

 

5.1 Bank may offer to the Customer reports of information relating to the OTC Derivative Contracts (“Reports”) that it has captured onto its systems as agreed between Bank and the Customer.

 

VI. ADDITIONAL DISCLAIMERS

 

6.1 The Customer acknowledges that Bank shall not be liable for the accuracy, timeliness, completeness or availability of any information provided by:

 

  (a) the Customer;

 

  (b) any agreed upon broker or counterparty;

 

  (c) any agreed upon third party vendor of OTC Derivative Contract prices; or

 

41


 

  (d) any agreed upon third party vendor of market data.

 

6.2 The Customer acknowledges that the Supported Pricing Models are algorithms which are theoretical in nature and accordingly the Customer acknowledges that the Supported Pricing Models may not adequately model all economic factors or events. The Customer acknowledges that Bank shall not be liable to the Customer for any inadequacy or defect of any kind with respect to the use of any Supported Pricing Model for the production of a price to input into the net asset calculation. The Customer agrees that its use of any Calculated Price is at the Customer’s own risk and Bank shall not be liable to the Customer for any loss which arises from the use of such Calculated Price for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements).

 

6.3 The Customer acknowledges that the prices of OTC Derivative Contracts, regardless of the source of such prices, are indicative values and may not indicate the actual terms upon which OTC Derivative Contracts could be liquidated or unwound or the calculation of an amount that would be payable or receivable following the expiry of, or the designation of an early termination date under, any applicable agreement. Prices determined using other pricing models, market data or assumptions may yield different results.

 

6.4 The Customer acknowledges any Reports produced using the Supported Pricing Models and supplied to the Customer by Bank may be inaccurate. The Reports are produced using the Supported Pricing Models which may not adequately model all economic factors or events and information which Bank cannot determine to be accurate or complete. The Customer uses such Reports at its own risk and Bank shall not be liable to the Customer for any loss which arises from the use of the Reports for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements).

 

6.5 Subject to the provisions of this Schedule and any other limitations which apply, Bank shall only be liable to the Customer to the extent that the Customer suffers a loss due to the net asset value of the Customer being inaccurate due to the negligence, wilful default or fraud of Bank in following the agreed procedures under this Schedule with respect to the valuation of OTC Derivative Contracts. With respect to losses resulting from the other services covered by this Schedule, the standard of care set forth in Section 7.1 of the Agreement shall govern.

 

42


SCHEDULE E

Money Market Holding Report Services

The information in this Schedule E covering the preparation of Money Market Fund Holding Reports may be modified pursuant to mutual written agreement between the parties.

 

A. Preparation and provision of the JPMorgan Money Market Fund Holding Report for the following Funds:

JPMorgan Trust I

JPMorgan 100% U.S. Treasury Securities Money Market Fund (effective July 1, 2009)

JPMorgan California Municipal Money Market Fund (effective August 1, 2009)

JPMorgan Federal Money Market Fund (effective July 1, 2009)

JPMorgan New York Municipal Money Market Fund (effective August 1, 2009)

JPMorgan Prime Money Market Fund (effective June 1, 2009)

JPMorgan Tax Free Money Market Fund (effective July 1, 2009)

JPMorgan Current Yield Money Market Fund (effective September 30, 2010)

JPMorgan Trust II

JPMorgan Liquid Assets Money Market Fund (effective June 1, 2009)

JPMorgan Michigan Municipal Money Market Fund (effective August 1, 2009)

JPMorgan Municipal Money Market Fund (effective July 1, 2009)

JPMorgan Ohio Municipal Money Market Fund (effective August 1, 2009)

JPMorgan U.S. Government Money Market Fund (effective July 1, 2009)

JPMorgan U.S. Treasury Plus Money Market Fund (effective July 1, 2009)

 

B. Frequency of reports.

Daily

 

C. Manner in which reports will be delivered.

Via excel spreadsheet for the Money Market Fund Holding Reports.

 

43


SCHEDULE F

Global Custody, Fund Accounting Services, Global Derivative Services and Money Market Fund

Holding Reports Fee Schedule to the Amended and Restated Global Custody and Fund Accounting

Agreement

(as of September 1, 2010)

Global Custody Fees: These fee schedules are applicable to the J.P. Morgan Funds.

Safekeeping and Settlement Charges

 

Global Custody Fee Schedule   

Market

   Safekeeping (BPs)*      Transaction** (US$)  

Argentina

     15.00         45.00   

Australia

     2.50         35.00   

Austria

     2.50         35.00   

Bahrain

     30.00         80.00   

Bangladesh

     30.00         80.00   

Belgium

     2.50         35.00   

Bermuda

     15.00         45.00   

Botswana

     30.00         80.00   

Brazil

     10.00         40.00   

Bulgaria

     30.00         75.00   

Canada

     2.00         15.00   

Chile

     20.00         45.00   

China

     20.00         50.00   

Colombia

     30.00         80.00   

Croatia

     30.00         65.00   

Cyprus

     20.00         75.00   

Czech Republic

     20.00         60.00   

Denmark

     2.50         35.00   

Ecuador

     30.00         65.00   

Egypt

     25.00         60.00   

Estonia

     30.00         65.00   

Euro CDs

     1.00         15.00   

Euroclear

     1.00         10.00   

Finland

     2.50         35.00   

France

     1.25         25.00   

Germany

     1.25         25.00   

Ghana

     30.00         80.00   

Greece

     12.00         50.00   

 

44


 

Global Custody Fee Schedule   

Market

   Safekeeping (BPs)*      Transaction** (US$)  

Hong Kong

     2.50         45.00   

Hungary

     20.00         60.00   

Iceland

     20.00         60.00   

India

     14.50         45.00   

Indonesia

     10.00         50.00   

Ireland

     2.50         45.00   

Israel

     25.00         60.00   

Italy

     2.00         30.00   

Ivory Coast

     30.00         80.00   

Jamaica

     35.00         65.00   

Japan

     1.50         10.00   

Jordan

     30.00         80.00   

Kazakhstan

     30.00         80.00   

Kenya

     30.00         80.00   

Korea

     7.00         35.00   

Kuwait

     35.00         80.00   

Latvia

     20.00         80.00   

Lebanon

     30.00         80.00   

Lithuania

     25.00         65.00   

Luxembourg

     3.00         50.00   

Malaysia

     8.00         45.00   

Malta

     25.00         65.00   

Mauritius

     30.00         80.00   

Mexico

     6.00         35.00   

Morocco

     30.00         80.00   

Namibia

     30.00         80.00   

Netherlands

     2.00         30.00   

New Zealand

     2.00         35.00   

Nigeria

     30.00         80.00   

Norway

     2.50         35.00   

Oman

     30.00         80.00   

Pakistan

     30.00         80.00   

Peru

     30.00         80.00   

Philippines

     7.00         50.00   

Poland

     20.00         55.00   

Portugal

     12.00         60.00   

Qatar

     35.00         80.00   

 

45


 

Global Custody Fee Schedule   

Market

   Safekeeping (BPs)*      Transaction** (US$)  

Romania

     30.00         80.00   

Russia

     15.00         80.00   

Singapore

     4.00         45.00   

Slovakia

     20.00         50.00   

Slovenia

     25.00         55.00   

South Africa

     5.00         40.00   

Spain

     2.50         40.00   

Sri Lanka

     20.00         80.00   

Sweden

     2.50         35.00   

Switzerland

     2.50         35.00   

Taiwan

     10.00         75.00   

Thailand

     12.00         40.00   

Tunisia

     35.00         80.00   

Turkey

     12.00         75.00   

Ukraine

     30.00         80.00   

United Arab Emirates

     30.00         80.00   

United Kingdom

     0.16         8.00   

United States

     0.09         2.50   

Uruguay

     30.00         80.00   

Venezuela

     30.00         80.00   

Vietnam

     25.00         65.00   

Zambia

     30.00         80.00   

Zimbabwe

     30.00         80.00   

*       Annualized rate paid pro rata each month.

**     Cost for the entry and settlement of all primary transactions.

Additional Primary Transaction Charges

 

Description

   Rates (US$)  

Physical Security Receive/Deliver

     20.00   

Memo Positions (Blue Sheet)

     7.50   

Futures and Options

     7.50   

 

46


Secondary Transaction Charges

Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge.

 

Description

   Rates (US$)  

Income Collections – Physical

     5.00   

Principal & Interest - Book Entry

     5.00   

Principal & Interest - Physical

     5.00   

Cash Transaction Charges

Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20.

 

Description

   Rates (US$)  

Foreign Exchange Payments

     7.00   

Outgoing Wires (Fed, Chips, SWIFT)

     7.00   

Continuous Linked Settlement (round trip)

     7.00   

Global Proxy Voting Services

This service includes the provision of an extensive suite of secure online tools to assist clients exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required.

 

Global Proxy Voting Fee Schedule

Tier A: $15

  

Tier B: $35

  

Tier C: $60

Australia    Singapore    Argentina    Italy
Bahrain    South Africa    Austria    Jordan
Bangladesh    South Korea    Belgium    Lebanon
Bermuda    Spain    Brazil    Malta
Canada    Sri Lanka    Colombia    Mauritius
China+    Taiwan    Croatia    Mexico
Chile    Thailand    Cyprus    Netherlands
Estonia    Tunisia    Czech Republic    Norway+
Euroclear    Ukraine    Denmark    Pakistan
Hong Kong    United Kingdom    Egypt    Poland
India+    United States    Ecuador    Portugal
Indonesia    Vietnam    Finland    Slovakia
Ireland    Venezuela    France    Sweden+
Israel       Germany    Switzerland
Jamaica       Greece    Turkey
Japan       Hungary   
Malaysia       Iceland   
New Zealand         
Philippines         
Russia+         

+ The fee for this country is the fee for the appropriate tier plus out of pocket expenses

 

47


Fund Accounting

The following schedule shall be employed in the calculation of the annual fees payable for the services provided under the Agreement. For purposes of determining the asset levels at which a Tier applies, assets for that fund type across the J.P. Morgan Funds will be used.

Money Market Funds*

 

Tier One

   First $250,000,000,000    0.14 bps

Tier Two

   Over $250,000,000,000    0.10 bps

Fixed Income Funds

 

Tier One

   First $25,000,000,000    0.40 bps

Tier Two

   Next $35,000,000,000    0.25 bps

Tier Three

   Over $60,000,000,000    0.20 bps

U.S. Equity Funds

 

Tier One

   First $25,000,000,000    0.35 bps

Tier Two

   Next $35,000,000,000    0.20 bps

Tier Three

   Over $60,000,000,000    0.15 bps

International Funds

 

Tier One

   First $12,500,000,000    0.50 bps

Tier Two

   Over $12,500,000,000    0.40 bps

Emerging Markets Funds

 

Tier One

   First $12,500,000,000    0.60 bps

Tier Two

   Over $12,500,000,000    0.50 bps

Other Fees

 

Minimums**

  
  

U.S. Equity

   $ 20,000   
  

U.S. Fixed Income

   $ 25,000   
  

Money Markets

   $ 15,000   
  

International

   $ 35,000   
  

Emerging Markets

   $ 40,000   
  

Highbridge Managed Funds: Statistical Market Neutral Fund; Dynamic Commodities Strategy Fund

   $ 30,000   

Additional Share Classes ****

   $ 2,000   

Multi-Manager (per manager)

   $ 10,000   

Fund Mergers (per Fund)

   $ 1,500   

 

48


Other Fees

 

Fund of Funds*****

   $ 15,000   

Short Extension Portfolio Services******

   $ 70,000   

 

*    A cap on Fund Accounting fees for the Money Market Funds will be set at $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived.
**    Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations.
***    Plus $20 per trade requiring manual entry into the WINS accounting platform
****    Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class.
*****    This flat fee applies to Fund of Funds investing in J.P. Morgan Funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply.
******    This fee is applied to each Portfolio Swap (inclusive of all currencies) held in the Fund.

Global Derivative Services

Instrument Coverage / Fees

Instruments covered are standard transactions of the types listed in the fee schedule below. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee proposal may be expanded by mutual agreement of the parties.

 

Instruments

   Transaction
(STP+) Set
up Fee US$*
(per Trade)
     Amendment
(STP+)

Fees
US$
(per Trade)
     Daily
Lifecycle
Management
Fee US$

(per Position
per Day)
     Collection of
Broker  Price
Fee US$
(per Position
per Day)
     Independent
Valuation

US$
(per Position
per Day)
 

Forward Rate Agreements

     40.00         10.00         0.40         1.50         0.25   

Interest Rate Swaps (including Caps & Floors)

     40.00         10.00         0.40         1.50         0.25   

Swaptions

     40.00         10.00         0.40         1.50         0.25   

Credit Default Swaps – Single Name & Index

     40.00         10.00         0.40         1.50         Not in Scope   

 

49


 

Instruments

   Transaction
(STP+) Set
up Fee US$*
(per Trade)
     Amendment
(STP+)
Fees
US$
(per Trade)
     Daily
Lifecycle
Management
Fee US$

(per Position
per Day)
     Collection of
Broker  Price
Fee US$
(per Position
per Day)
     Independent
Valuation

US$
(per Position
per Day)
 

Price Locks

     40.00         10.00         0.40         1.50         Not in Scope   

Currency Options

     40.00         10.00         0.40         1.50         Not in Scope   

Bond Options

     40.00         10.00         0.40         1.50         Not in Scope   

Inflation Swaps

     40.00         10.00         0.40         1.50         Not in Scope   

Total Return Swaps

     40.00         10.00         0.40         1.50         Not in Scope   

Equity Total Return Swaps

     40.00         10.00         0.40         1.50         Not in Scope   

+    Straight Through Processing

*    Tiered Fees

A tiered structure will be applied to the new transaction set up fee for the J.P. Morgan Funds on the following basis:

 

 

US$ 40 : 0 – 2,000 new transactions per month

 

 

US$ 35: 2,001 – 4,000 new transactions per month

 

 

US$ 30: > 4,000 new transactions per month

These transaction fees will be applied across all transactions on a pro-rata basis.

Notes

 

  1) A one time set-up fee applies to, and will be charged for, all new transactions.

 

  2) Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events.

 

  3) Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end.

 

  4) New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge.

Money Market Fund Holdings Reports

Bank will charge the following fees for providing the services described in Schedule E.

Annual price of $4,000 for each J.P. Morgan Money Market Fund listed on Schedule E.

 

50


Out-of-pocket and Direct Pass Through Expenses

Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:

 

   

Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include:

 

   

Account opening fees in the local market(s)

 

   

Local administrator, legal counsel and tax consultant fees as required

 

   

Local crossing, transaction, registration and/or depository fees

 

   

Transportation costs for shipment of physical securities and/or script

 

   

Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required

 

   

Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as FT Interactive, Pricing Direct, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Lipper Lana, Wall Street Concepts, GraphNet, GainsKeeper, Unity Confluence, Filing fees (example- N-SAR filing fee with Merrill Corp $100/fund/filing).

 

   

Archives. Archive charges to include storage, transportation, and recalls of archive boxes.

 

   

Printing/Copying. These charges include expenses associated with printing copying and fax support.

 

* Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations.

Fee Terms and Conditions

Bank’s fees shall remain in place for a period of 3 years from September 1, 2010.

Bank reserves the right to renegotiate its fee schedule at any time, should the Customer’s actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. In addition, Customer is permitted at any time to discontinue the use of Global Derivative Services for certain derivatives provided Customer has provided Bank with 30 days’ prior notice. The fee schedule may also be amended by mutual agreement of the parties if the Customer’s service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes. Related to Fund Accounting services, bond broker quotes are currently included in the overall Fund Accounting fees. Should there be a significant increase in the use of bond broker quotes, Bank and the Customer agree to revisit this arrangement.

Fees for additional service(s) and/or market(s) added at the request of the Customer while this fee schedule is in effect will be assessed at Bank’s standard price(s), unless an alternative pricing arrangement is agreed upon in advance by the Customer and Bank.

 

51


Bank requires invoices to be paid in U.S. Dollars, unless Bank and the Customer have agreed upon alternative payment arrangements in advance of remittance.

Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Customer or a portfolio manager or other party(ies) selected by the Customer to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).

Bank will present invoices monthly in arrears, with payment expected via appropriate billing arrangement, unless an alternative billing arrangement is negotiated between the Customer and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.

Any customized technology projects required to meet the Customer specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Customer based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Customer and Bank.

 

52


SCHEDULE G

J.P. Morgan Worldwide Securities Services Custody Restricted Markets Schedule

The following table identifies certain markets that J.P. Morgan has determined to be restricted markets and provides summary information about the nature of the restrictions applicable in each. J.P. Morgan reserves the right to update this Schedule from time to time upon notice to the Customer.

 

Market

  

Restrictions

Iceland   

Asset servicing and settlement services J.P. Morgan can provide are subject to change, with or without prior notice. In particular, but without limitation, J.P. Morgan will not be able to provide a full service in relation to Corporate Actions, proxy voting, income collection and tax reclaims. J.P. Morgan will notify the Customer in writing from time to time of the details of the services offered in Iceland.

 

Until further notice from J.P. Morgan, no deposits of Icelandic currency will be held in the Customer’s Account except for the proceeds of sales of Securities issued by companies listed on the Icelandic Stock Exchange (“Icelandic Securities”).

 

Until further notice from J.P. Morgan, any credit of Icelandic currency to the Customer’s Cash Account with J.P. Morgan will be conditional and subject to reversal by J.P. Morgan upon notice to the Customer except to the extent that the funds are able to be applied at the Customer’s Instruction to the purchase of Icelandic Securities or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s agent bank in Iceland via a foreign exchange transaction (upon Instruction received from the Customer) or other process. In this regard, the Customer will be entitled to no more than the Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan.

Lithuania   

Until further notice from J.P. Morgan, no deposits of Lithuanian currency will be held in the Customer’s account except for any existing balances and future proceeds of sales of Lithuanian Securities or where income and corporate action proceeds are paid in local currency.

 

Until further notice from J.P. Morgan, any credit of Lithuanian currency to the Customer’s Cash Account with J.P. Morgan will be conditional and subject to reversal by J.P. Morgan upon notice to the Customer except to the extent that the funds are able to be applied at the Customer’s direction to the purchase of Lithuanian Securities or J.P. Morgan is able to repatriate the funds from J.P. Morgan’s agent bank in Lithuania via a foreign exchange transaction (upon Instruction received from the Customer) or other process. In this regard, the Customer will be entitled to no more than the Customer’s pro rata share of any recoveries that J.P. Morgan is able to obtain, as reasonably determined by J.P. Morgan.

Russia    See the current version of the applicable J.P. Morgan’s Russia briefing memo regarding the registrar company system of recording ownership of equity Securities issued by a Russian issuer (“Russian Equities”). Registrar companies licensed in Russia to provide share registration services to an issuer of Russian Equities (“Russian Registrar Companies”) are not Securities Depositories or Subcustodians or otherwise agents of

 

53


 

Market

  

Restrictions

  

J.P. Morgan.

 

J.P. Morgan provides custody services with respect to Russian Equities only when held through a Russian securities depository in which the Russian subcustodian participates or when the Russian subcustodian has a contract with the applicable Russian Registrar Company. See the current version of the applicable Russia briefing memo for information concerning these contracts and steps J.P. Morgan currently takes to monitor the performance of Russian Registrar Companies.

 

J.P. Morgan’s responsibility with respect to the safekeeping of Russian Equities shall be limited to the safekeeping of the relevant extracts of share registration books issued by a Russian Registrar Company in respect of the Russian Equities (“Russian Share Extracts”) and extracts issued by a Russian Securities Depository (“Russian Depository Extracts”).

 

J.P. Morgan will only transmit funds for the purchase of Russian Equities after receipt of a Russian Depository Extract from the Russian Securities Depository or a Russian Share Extract from the Russian Registrar Company showing the Customer’s interest in the Russian Equities.

 

Due to unclear standards in the Russian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Russian Equities. For clients settling through Russian Registrar Companies, proxy services are available where a contract is in place with the applicable Russian Registrar Company.

Ukraine

  

See the current version of the applicable J.P. Morgan’s Ukraine briefing memo regarding the registrar company system of recording ownership of equity Securities issued by a Ukrainian issuer (“Ukrainian Equities”). Registrar companies licensed in Ukraine to provide share registration services to an issuer of Ukrainian Equities (“Ukrainian Registrar Companies”) are not Securities Depositories or Subcustodians or otherwise agents of J.P. Morgan.

 

J.P. Morgan provides custody services with respect to Ukrainian Equities only when held through a Ukrainian securities depository in which the Ukrainian subcustodian participates or when the Ukrainian subcustodian has a contract with the applicable Ukrainian Registrar Company. See the current version of the applicable Ukraine briefing memo for information concerning these contracts and steps J.P. Morgan currently takes to monitor the performance of Ukrainian Registrar Companies.

 

J.P. Morgan’s responsibility with respect to the safekeeping of Ukrainian Equities shall be limited to the safekeeping of the relevant extracts of share registration books issued by a Ukrainian Registrar Company in respect of the Ukrainian Equities (“Ukrainian Share Extracts”) and the extracts issued by a Ukrainian Securities Depository (“Ukrainian Depository Extracts”).

 

J.P. Morgan will only transmit funds for the purchase of Ukrainian Equities after receipt of a Ukrainian Share Extract from the Ukrainian Registrar Company showing the Customer’s interest in the Ukrainian Equities.

 

54


 

Market

  

Restrictions

   Due to unclear standards in the Ukrainian market with respect to the completion and submission of corporate action elections, J.P. Morgan will be subject to a “reasonable efforts” standard of care with respect to any Corporate Action related to Ukrainian Equities. For clients settling through Ukrainian Registrar Companies, proxy services are available where a contract is in place with the applicable Ukrainian Registrar Company.
West African Economic and Monetary Union (“WAEMU”)   

Asset servicing and settlement services J.P. Morgan can provide are subject to change, with or without prior notice. In particular, but without limitation, J.P. Morgan will not be able to provide a full service in relation to Corporate Actions, proxy voting, income collection and tax reclaims. J.P. Morgan will notify the Customer in writing from time to time of the details of the services offered in WAEMU.

 

Local currency will be held in a separate cash account maintained by the Customer with J.P. Morgan’s subcustodian.

 

If J.P. Morgan’s current WAEMU Subcustodian exits the market or becomes an unacceptable provider of subcustody services, or if market conditions otherwise deteriorate, J.P. Morgan may cease to provide custody services with respect to Securities issued in member states of WAEMU that are settled at Dépositaire Central/Banque de Règlement S.A. (DC/BR). Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.

Zimbabwe   

Local currency will be held in a separate cash account maintained by the Customer with J.P. Morgan’s subcustodian.

 

There may be limited choice of sub-custodians after the implementation of the Indigenisation and Economic Empowerment Bill. If that becomes the case, or if market conditions otherwise deteriorate, J.P. Morgan may cease to provide custody services with respect to Securities that are issued by companies listed on the Zimbabwean Stock Exchange. Although J.P. Morgan will work with customers to mitigate the impact of any decision to exit the market, it may not be practicable to give significant advance notice of the exit.

 

55


SCHEDULE H

Electronic Access

1. Bank may permit the Customer and its Authorized Persons to access certain electronic systems, applications and Data (as defined below) in connection with the Agreement (collectively, the “Products”). Bank may, from time to time, introduce new features to the Products or otherwise modify or delete existing features of the Products in its sole discretion. Bank shall endeavour to give the Customer reasonable notice of its termination or suspension of access to the Products, but may do so immediately if Bank determines, in its sole discretion, that providing access to the Products would violate Applicable Law or that the security or integrity of the Products is at risk. Access to the Products shall be subject to the Security Procedures.

2. In consideration of the fees paid by the Customer to Bank and subject to any applicable software license addendum in relation to Bank-owned or sublicensed software provided for a particular application and Applicable Laws, Bank grants to the Customer a non-exclusive, non-transferable, limited and revocable license to use the Products and the information and data made available through the Products (the “Data”) for the Customer’s internal business use only. The immediately preceding sentence does not apply to the records described in Section 2.13 of the Agreement. The Customer may download the Data and print out hard copies for its reference, provided that it does not remove any copyright or other notices contained therein. The license granted herein will permit use by Customer’s Authorized Person, provided that such use shall be in compliance with the Agreement, including this Schedule.

3. The Customer acknowledges that there are security, corruption, transaction error and access availability risks associated with using open networks such as the internet, and the Customer hereby expressly assumes such risks. The Customer is solely responsible for obtaining, maintaining and operating all software (including antivirus software, anti-spyware software, and other internet security software) and personnel necessary for the Customer to access and use the Products. All such software must be interoperable with Bank’s software. Each of the Customer and Bank shall be responsible for the proper functioning, maintenance and security of its own systems, services, software and other equipment.

4. In cases where Bank’s web site is unexpectedly down or otherwise unavailable, Bank shall, absent a force majeure event, provide other appropriate means for the Customer or its Authorized Persons to instruct Bank or obtain reports from Bank. Bank shall not be liable for any Liabilities arising out of Customer’s use of, access to or inability to use the Products via Bank’s web site in the absence of Bank’s gross negligence or willful misconduct.

5. Use of the Products may be monitored, tracked, and recorded. In using the Products, the Customer hereby expressly consents to such monitoring, tracking, and recording. Individuals and organizations should have no expectation of privacy unless local law, regulation, or contract provides otherwise. Bank shall own all right, title and interest in the data reflecting Customer usage of the Products or Bank’s web site (including, but not limited to, general usage data and aggregated transaction data). Bank may use and sublicense data obtained by it regarding the Customer’s use of the Products or Bank’s website, as long as J.P. Morgan does not disclose to others that the Customer was the source of such data or the details of individual transactions effected using the Products or web site.

6. The Customer shall not knowingly use the Products to transmit (i) any virus, worm, or destructive element or any programs or data that may be reasonably expected to interfere with or disrupt the Products or servers connected to the Products; (ii) material that violates the rights of another, including but not limited to the intellectual property rights of another; and (iii) “junk mail”, “spam”, “chain letters” or unsolicited mass distribution of e-mail.

 

56


7. The Customer shall promptly and accurately designate in writing to Bank the geographic location of its users upon written request. The Customer further represents and warrants to Bank that the Customer shall not access the service from any jurisdiction which Bank informs the Customer or where the Customer has actual knowledge that the service is not authorized for use due to local regulations or laws, including applicable software export rules and regulations. Prior to submitting any document which designates the persons authorized to act on the Customer’s behalf, the Customer shall obtain from each individual referred to in such document all necessary consents to enable Bank to process the data set out therein for the purposes of providing the Products.

8. The Customer will be subject to and shall comply with all Applicable Laws, rules and regulations concerning restricting collection, use, disclosure, processing and free movement of the Data (collectively, the “Privacy Regulations”). The Privacy Regulations may include, as applicable, the Federal “Privacy of Consumer Financial Information” Regulation (12 CFR Part 30), as amended from time to time, issued pursuant to Section 504 of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. §6801, et seq.), the Health and Insurance Portability and Accountability Act of 1996 (42 U.S.C. §1320d), The Data Protection Act 1998 and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to processing of personal data and the free movement of such data.

9. The Customer shall be responsible for the compliance of its Authorized Persons with the terms of the Agreement, including this Schedule.

 

57


APPENDIX 1

Information Regarding Country Risk

1. To aid Customer in its determinations regarding Country Risk, Bank shall furnish annually and upon the initial placing of Financial Assets and cash into a country the following information (check items applicable):

 

   A.    Opinions of local counsel concerning:

X

   i.    Whether applicable foreign law would restrict the access afforded Customer’s independent public accountants to books and records kept by an eligible foreign custodian located in that country.

X

   ii.    Whether applicable foreign law would restrict Customer’s ability to recover its Financial Assets and cash in the event of the bankruptcy of an Eligible Foreign Custodian located in that country.

X

   iii.    Whether applicable foreign law would restrict Customer’s ability to recover Financial Assets that are lost while under the control of an Eligible Foreign Custodian located in the country.
   B.    Written information concerning:

X

   i.    The foreseeability of expropriation, nationalization, freezes, or confiscation of Customer’s Financial Assets.

X

   ii.    Whether difficulties in converting Customer’s cash and cash equivalents to U.S. dollars are reasonably foreseeable.
   C.    A market report with respect to the following topics:

(i) securities regulatory environment, (ii) foreign ownership restrictions, (iii) foreign exchange, (iv) securities settlement and registration, (v) taxation, and (vi) depositories (including depository evaluation), if any.

2. To aid Customer in monitoring Country Risk, Bank shall furnish JPMorgan Funds Management, Inc. the following additional information:

Market flashes, including with respect to changes in the information in market reports.


APPENDIX 2

List of Subcustodians

See attached Agent and Cash Network list


APPENDIX 3

List of Securities Depositories

See attached list of securities depositories


LOGO

Last Updated September 19, 2010

 

AGENT AND CASH NETWORK (WSS CUSTODY)

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

ARGENTINA   

HSBC Bank Argentina S.A.

Florida 201, 7th Floor

1005 Buenos Aires

ARGENTINA

  

HSBC Bank Argentina S.A.

Buenos Aires

AUSTRALIA   

JPMorgan Chase Bank, N.A.**

Level 37

AAP Center 259, George Street

Sydney NSW 2000

AUSTRALIA

  

Australia and New Zealand Banking Group Ltd.

Melbourne

AUSTRIA   

UniCredit Bank Austria AG

Julius Tandler Platz - 3

A-1090 Vienna

AUSTRIA

  

J.P. Morgan AG

Frankfurt

BAHRAIN   

HSBC Bank Middle East Limited

1st Floor, Building No 2505, Road No 2832

Al Seef 428

BAHRAIN

  

National Bank of Bahrain

Manama

BANGLADESH   

Standard Chartered Bank

18-20 Motijheel C.A

Box 536

Dhaka-1000

BANGLADESH

  

Standard Chartered Bank

Dhaka

BELGIUM   

ABN AMRO Bank N.V.

Gustav Mahlerlaan 10

1082 PP Amsterdam

THE NETHERLANDS

  

J.P. Morgan AG

Frankfurt

BERMUDA   

The Bank of Bermuda Limited

6 Front Street

Hamilton HMDX

BERMUDA

  

The Bank of Bermuda Limited

Hamilton

BOTSWANA   

Barclays Bank of Botswana Limited

Barclays House, Khama Crescent

Gaborone

BOTSWANA

  

Barclays Bank of Botswana Limited

Gaborone

BRAZIL   

HSBC Bank Brasil S.A. Banco Multiplo

Avenida Brigadeiro Faria Lima 3064, 2nd Floor

Sao Paulo, SP 01451-000

BRAZIL

  

HSBC Bank Brasil S.A. Banco Multiplo

Sao Paulo

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 1 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

BULGARIA   

ING Bank N.V.

Sofia Branch

49B Bulgaria Blvd

Sofia 1404

BULGARIA

  

ING Bank N.V.

Sofia

CANADA   

Canadian Imperial Bank of Commerce

Commerce Court West

Security Level

Toronto, Ontario M5L 1G9

CANADA

  

Royal Bank of Canada

Toronto

  

Royal Bank of Canada

155 Wellington Street West, 2nd Floor

Toronto Ontario M5V 3L3

CANADA

  

Royal Bank of Canada

Toronto

CHILE   

Banco Santander Chile

Bandera 140, Piso 4

Santiago

CHILE

  

Banco Santander Chile

Santiago

CHINA –

 

SHANGHAI

  

China B-Shares:

 

HSBC Bank (China) Company Limited

33/F, HSBC Building, Shanghai ifc

8 Century Avenue, Pudong

Shanghai 200120

THE PEOPLE’S REPUBLIC OF CHINA

 

China A-Shares: Please refer to your Client Relationship Team

  

 

 

JPMorgan Chase Bank, N.A.

New York (for B-Share Market)

CHINA –

 

SHENZHEN

  

China B-Shares:

 

HSBC Bank (China) Company Limited

33/F, HSBC Building, Shanghai ifc

8 Century Avenue, Pudong

Shanghai 200120

THE PEOPLE’S REPUBLIC OF CHINA

 

China A-Shares: Please refer to your Client Relationship Team

  

 

JPMorgan Chase Bank, N.A.

Hong Kong (for B-Share Market)

COLOMBIA   

Santander Investment Trust Colombia S.A.

Calle 12, No. 7-32, Piso 3

Bogota

COLOMBIA

  

Santander Investment Trust Colombia S.A.

Bogota

CROATIA   

Privredna banka Zagreb d.d.

Savska c.28

10000 Zagreb

CROATIA

  

Zagrebacka Banka d.d.

Zagreb

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 2 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

CYPRUS   

Marfin Popular Bank Public Company Ltd.

154 Limassol Avenue

P.O. Box 22032

CY-1598 Nicosia

CYPRUS

  

J.P. Morgan AG

Frankfurt

CZECH REPUBLIC   

UniCredit Bank Czech Republic a.s.

Revolucni 7

110 05 Prague 1

CZECH REPUBLIC

  

Ceskoslovenska obchodni banka, a.s.

Prague

DENMARK   

Nordea Bank Danmark A/S

Helgeshoj Alle 33

Hoje Taastrup

DK-2630 Taastrup

DENMARK

  

Nordea Bank Danmark A/S

Copenhagen

EGYPT   

Citibank, N.A.

4 Ahmed Pasha Street

Garden City

Cairo

EGYPT

  

Citibank, N.A.

Cairo

ESTONIA   

Swedbank AS

Liivalaia 8

EE0001 Tallinn

ESTONIA

  

SEB Eesti Uhispank

Tallinn

FINLAND   

Nordea Bank Finland Plc

Aleksis Kiven katu 3-5

FIN-00020 NORDEA Helsinki

FINLAND

  

J.P. Morgan AG

Frankfurt

FRANCE   

BNP Paribas Securities Services S.A.

Les Grands Moulins de Pantin

9, rue du Debarcadere

93500 Pantin

FRANCE

  

J.P. Morgan AG

Frankfurt

  

Societe Generale

50 Boulevard Haussman

75009 Paris

FRANCE

  

J.P. Morgan AG

Frankfurt

GERMANY   

Deutsche Bank AG

Alfred-Herrhausen-Allee 16-24

D-65760 Eschborn

GERMANY

  

J.P. Morgan AG

Frankfurt

  

J.P. Morgan AG#**

Junghofstrasse 14

60311 Frankfurt am Main

GERMANY

# For local German custody clients only.

  

J.P. Morgan AG

Frankfurt

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 3 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

GHANA   

Barclays Bank of Ghana Limited

Barclays House, High Street

Accra

GHANA

  

Barclays Bank of Ghana Limited

Accra

GREECE   

HSBC Bank plc

Messogion 109-111

11526 Athens

GREECE

  

J.P. Morgan AG

Frankfurt

HONG KONG   

The Hongkong and Shanghai Banking

Corporation Limited

5/F, Tower 1, HSBC Centre

1 Sham Mong Road

Kowloon

HONG KONG

  

JPMorgan Chase Bank, N.A.

Hong Kong

HUNGARY   

Deutsche Bank Zrt.

Hold utca 27

H-1054 Budapest

HUNGARY

  

ING Bank N.V.

Budapest

*ICELAND*   

Islandsbanki hf.

Kirkjusandur 2

IS-155 Reykjavik

ICELAND

  

Islandsbanki hf.

Reykjavik

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
INDIA   

The Hongkong and Shanghai Banking

Corporation Limited

2nd Floor, ‘Shiv”

Plot No 139-140B

Western Express Highway

Sahar Road Junction

Vile Parle-E

Worli Mumbai 400 057

INDIA

  

The Hongkong and Shanghai Banking

Corporation Limited

Mumbai

  

JPMorgan Chase Bank, N.A.**

6th Floor, Paradigm ‘B’ Wing

Mindspace, Malad (West)

Mumbai 400 064

INDIA

  

JPMorgan Chase Bank, N.A.

Mumbai

  

Standard Chartered Bank

23-25 Mahatma Ghandi Road

Mumbai 400 001

INDIA

  

Standard Chartered Bank

Mumbai

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 4 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

INDONESIA   

Deutsche Bank AG

Deutsche Bank Building

80 Jl. Inman Bonjol

Jakarta 10310

INDONESIA

  

Deutsche Bank AG

Jakarta

IRELAND   

Bank of Ireland

New Century House

Mayor Street Lower

International Financial Services Centre

Dublin 1

IRELAND

  

J.P. Morgan AG

Frankfurt

ISRAEL   

Bank Leumi le-Israel B.M.

35, Yehuda Halevi Street

61000 Tel Aviv

ISRAEL

  

Bank Leumi le-Israel B.M.

Tel Aviv

ITALY   

BNP Paribas Securities Services S.A.

Via Asperto, 5

20123 Milan

ITALY

  

J.P. Morgan AG

Frankfurt

JAPAN   

Mizuho Corporate Bank, Limited

6-7 Nihonbashi-Kabutocho

Chuo-Ku

Tokyo 103

JAPAN

  

JPMorgan Chase Bank, N.A.

Tokyo

  

The Bank of Tokyo-Mitsubishi UFJ, Limited

3-2 Nihombashi Hongkucho 1-chome

Chuo-ku

Tokyo 103

JAPAN

  

JPMorgan Chase Bank, N.A.

Tokyo

JORDAN   

HSBC Bank Middle East Limited

Level 1

Zahran Street, 5th Circle

Amman

JORDAN

  

HSBC Bank Middle East Limited

Western Amman

KAZAKHSTAN   

SB HSBC Bank Kazakhstan JSC

43 Dostyk Avenue

Almaty 050010

KAZAKHSTAN

  

SB HSBC Bank Kazakhstan JSC

Almaty

KENYA   

Barclays Bank of Kenya Limited

c/o Barclaytrust Investment Services & Limited

Mezzanine 3, Barclays Plaza, Loita Street

Nairobi

KENYA

  

Barclays Bank of Kenya Limited

Nairobi

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 5 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

KUWAIT   

HSBC Bank Middle East Limited

Kuwait City, Qibla Area

Hamad Al-Saqr Street, Kharafi Tower

G/1/2 Floors

Safat 13017

KUWAIT

  

HSBC Bank Middle East Limited

Safat

LATVIA   

Swedbank AS

Balasta dambis 1a

Riga, LV-1048

LATVIA

  

Swedbank AS

Riga

LEBANON   

HSBC Bank Middle East Limited

HSBC Main Building

Riad El Solh, P.O. Box 11-1380

1107-2080 Beirut

LEBANON

  

JPMorgan Chase Bank, N.A.

New York

LITHUANIA   

AB SEB Bankas

12 Gedimino pr.

LT 2600 Vilnius

LITHUANIA

  

AB SEB Bankas

Vilnius

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
LUXEMBOURG   

BGL BNP Paribas

50 Avenue J.F. Kennedy

L-2951

LUXEMBOURG

  

J.P. Morgan AG

Frankfurt

MALAYSIA   

HSBC Bank Malaysia Berhad

2 Leboh Ampang

50100 Kuala Lumpur

MALAYSIA

  

HSBC Bank Malaysia Berhad

Kuala Lumpur

MALTA   

HSBC Bank Malta p.l.c.

233 Republic Street

Valletta VLT 05

MALTA

  

HSBC Bank Malta p.l.c.

Valletta

MAURITIUS   

The Hongkong and Shanghai Banking

Corporation Limited

HSBC Centre

18 Cybercity

Ebene

MAURITIUS

  

The Hongkong and Shanghai Banking

Corporation Limited

Port Louis

MEXICO   

Banco Nacional de Mexico, S.A.

Act. Roberto Medellin No. 800 3er Piso Norte

Colonia Santa Fe

01210 Mexico, D.F.

MEXICO

  

Banco Santander, S.A.

Mexico, D.F.

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 6 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

MOROCCO   

Societe Generale Marocaine de Banques

55 Boulevard Abdelmoumen

Casablanca 20100

MOROCCO

  

Attijariwafa Bank S.A.

Casablanca

NAMIBIA   

Standard Bank Namibia Limited

Mutual Platz

Cnr. Stroebel and Post Streets

P.O.Box 3327

Windhoek

NAMIBIA

  

The Standard Bank of South Africa Limited

Johannesburg

NETHERLANDS   

BNP Paribas Securities Services S.A.

Herengracht 477

1017 BS Amsterdam

NETHERLANDS

  

J.P. Morgan AG

Frankfurt

NEW ZEALAND   

National Australia Bank Limited

National Nominees Limited

Level 2 BNZ Tower

125 Queen Street

Auckland

NEW ZEALAND

  

Westpac Banking Corporation

Wellington

NIGERIA   

Stanbic IBTC Bank Plc

Plot 1712

Idejo Street

Victoria Island

Lagos

NIGERIA

  

The Standard Bank of South Africa Limited

Johannesburg

NORWAY   

Nordea Bank Norge ASA

Essendropsgate 7

PO Box 1166

NO-0107 Oslo

NORWAY

  

Nordea Bank Norge ASA

Oslo

OMAN   

HSBC Bank Middle East Limited

Bait Al Falaj Main Office

Ruwi PC 112

OMAN

  

HSBC Bank Middle East Limited

Ruwi

PAKISTAN   

Standard Chartered Bank (Pakistan) Limited

P.O. Box 4896

Ismail Ibrahim Chundrigar Road

Karachi 74000

PAKISTAN

  

Standard Chartered Bank (Pakistan) Limited

Karachi

*PALESTINE*   

HSBC Bank Middle East Limited

Jaffa Street

P.O. Box 2067

Ramallah

PALESTINE

  

HSBC Bank Middle East Limited

Amman, Jordan (for JOD settlement)

JPMorgan Chase Bank, N.A.

New York (for USD settlement)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 7 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

PERU   

Citibank del Peru S.A.

Av. Canaval y Moreryra 480 Piso 4

San Isidro, Lima 27

PERU

  

Banco de Credito del Peru

Lima

PHILIPPINES   

The Hongkong and Shanghai Banking

Corporation Limited

7/F HSBC Centre

3058 Fifth Avenue West

Bonifacio Global City

1634 Taguig City

PHILIPPINES

  

The Hongkong and Shanghai Banking

Corporation Limited

Taguig City

POLAND   

Bank Handlowy w. Warszawie S.A.

ul. Senatorska 16

00-923 Warsaw 55

POLAND

  

BRE Bank S.A.

Warsaw

PORTUGAL   

BNP Paribas Securities Services S.A.

Avenida D.João II, Lote 1.18.01, Bloco B,

7º andar 1998-028 Lisbon

PORTUGAL

  

J.P. Morgan AG

Frankfurt

QATAR   

HSBC Bank Middle East Limited

2nd Floor, Ali Bin Ali Tower

Building 150 (Airport Road)

PO Box 57

Doha

QATAR

  

HSBC Bank Middle East Limited

Doha

ROMANIA   

ING Bank N.V.

13-15 Kiseleff Avenue

011342 Bucharest 1

ROMANIA

  

ING Bank N.V.

Bucharest

*RUSSIA*   

J.P. Morgan Bank International**

(Limited Liability Company)

Building 2/1, 8th floor

Paveletskaya Square

113054 Moscow

RUSSIA

  

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

  

ING Bank (Eurasia) ZAO

(Closed Joint Stock Company)

36 Krasnoproletarskaya ulitsa

127473 Moscow

RUSSIA

 

(For MinFins only)

  

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 8 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

SAUDI ARABIA   

SABB Securities Limited

3/F HSBC Building

Olaya Road, Al-Murooj Disrict

Riyadh 11413

SAUDI ARABIA

  

SABB Securities Limited

Riyadh

SERBIA   

UniCredit Bank Srbija a.d.

Airport City Belgrade

Omladinskih Brigada 88

11070 Belgrade

SERBIA

  

UniCredit Bank Srbija a.d.

Belgrade

SINGAPORE   

DBS Bank Ltd.

180 Clemenceau Avenue #03-01

Haw Par Centre

239922

SINGAPORE

  

Oversea-Chinese Banking Corporation

Singapore

SLOVAK REPUBLIC   

UniCredit Bank Slovakia a.s.

Sancova 1/A

SK-813 33 Bratislava

SLOVAK REPUBLIC

  

J.P. Morgan AG

Frankfurt

SLOVENIA   

UniCredit Banka Slovenija d.d.

Smartinska 140

SI-1000 Ljubljana

SLOVENIA

  

J.P. Morgan AG

Frankfurt

SOUTH AFRICA   

FirstRand Bank Limited

1 Mezzanine Floor, 3 First Place, Bank City

Cnr Simmonds and Jeppe Streets

Johannesburg 2001

SOUTH AFRICA

  

The Standard Bank of South Africa Limited

Johannesburg

SOUTH KOREA   

Standard Chartered First Bank Korea Limited

100 KongPyung-dong ChongRo-Gu

Seoul 110-702

SOUTH KOREA

  

Standard Chartered First Bank Korea Limited

Seoul

SPAIN   

Santander Investment, S.A.

Ciudad Grupo Santander

Avenida de Cantabria, s/n

Edificio Ecinar, planta baja

Boadilla del Monte

28660 Madrid

SPAIN

  

J.P. Morgan AG

Frankfurt

SRI LANKA   

The Hongkong and Shanghai Banking

Corporation Limited

24 Sir Baron Jayatillaka Mawatha

Colombo 1

SRI LANKA

  

The Hongkong and Shanghai Banking

Corporation Limited

Colombo

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 9 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

SWEDEN   

Nordea Bank AB (publ)

Hamngatan 10

SE-105 71 Stockholm

SWEDEN

  

Svenska Handelsbanken

Stockholm

SWITZERLAND   

UBS AG

45 Bahnhofstrasse

8021 Zurich

SWITZERLAND

  

UBS AG

Zurich

TAIWAN   

JPMorgan Chase Bank, N.A.**

8th Floor, Cathay Xin Yi Trading Building

No. 108, Section 5, Hsin Yi Road

Taipei 110

TAIWAN

  

JPMorgan Chase Bank, N.A.

Taipei

THAILAND   

Standard Chartered Bank (Thai) Public Company Limited

14th Floor, Zone B

Sathorn Nakorn Tower

90 North Sathorn Road Bangrak

Silom, Bangrak

Bangkok 10500

THAILAND

  

Standard Chartered Bank (Thai) Public Company Limited

Bangkok

TRINIDAD AND TOBAGO   

Republic Bank Limited

9-17 Park Street

Port of Spain

TRINIDAD AND TOBAGO

  

Republic Bank Limited

Port of Spain

TUNISIA   

Banque Internationale Arabe de Tunisie, S.A.

70-72 Avenue Habib Bourguiba

P.O. Box 520

1080 Tunis Cedex

TUNISIA

  

Banque Internationale Arabe de Tunisie, S.A.

Tunis

TURKEY   

Citibank A.S.

O. Faik Atakan Cad.

Inkilap Mah., Yilmaz Plaza, No: 3

Umraniye, 34768 Istanbul

TURKEY

  

JPMorgan Chase Bank, N.A.

Istanbul

*UKRAINE*   

ING Bank Ukraine

30-A Spaska Street

04070 Kiev

UKRAINE

  

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
UGANDA   

Barclays Bank of Uganda Limited

Barclays House, Plot 4

Hannington Road

Kampala

UGANDA

  

Standard Chartered Bank Ltd.

Kampala

     

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 10 of 12   


LOGO

Last Updated September 19, 2010

 

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

UNITED ARAB EMIRATES – ADX   

HSBC Bank Middle East Limited

Emaar Square, Level 3, Building No. 5

P.O. Box 502601

Dubai

UNITED ARAB EMIRATES

  

The National Bank of Abu Dhabi

Abu Dhabi

UNITED ARAB EMIRATES – DFM   

HSBC Bank Middle East Limited

Emaar Square, Level 3, Building No. 5

P.O. Box 502601

Dubai

UNITED ARAB EMIRATES

  

The National Bank of Abu Dhabi

Abu Dhabi

UNITED ARAB EMIRATES – NASDAQ Dubai   

HSBC Bank Middle East Limited

Emaar Square, Level 3,Building No. 5

P.O. Box 502601

Dubai

UNITED ARAB EMIRATES

  

JPMorgan Chase Bank, N.A.

New York

A/C JPMorgan Chase Bank London (USD NOSTRO Account)

UNITED KINGDOM   

JPMorgan Chase Bank, N.A.**

1 Tallis Street

London EC4Y 5AJ

UNITED KINGDOM

  

JPMorgan Chase Bank, N.A.

London

  

Deutsche Bank AG

The Depository and Clearing Centre

Lower Ground Floor

27 Leadenhall Street

London EC3A 1AA

UNITED KINGDOM

   Varies by currency
UNITED STATES   

JPMorgan Chase Bank, N.A.**

4 New York Plaza

New York, NY 10004

U.S.A.

  

JPMorgan Chase Bank, N.A.

New York

URUGUAY   

Banco Itaú Uruguay S.A.

Zabala 1463

Montevideo

URUGUAY

  

Banco Itaú Uruguay S.A.

Montevideo.

VENEZUELA   

Citibank, N.A.

Centro Comercial El Recreo

Torre Norte, Piso 20

Avda. Casanora, Sabana Grande

Caracas 1050 D.C.

VENEZUELA

  

Citibank, N.A.

Caracas

VIETNAM   

HSBC Bank (Vietnam) Ltd.

The Metropolitan, 235 Dong Khoi Street

District 1

Ho Chi Minh City

VIETNAM

  

HSBC Bank (Vietnam) Ltd.

Ho Chi Minh City

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 11 of 12   


LOGO

Last Updated September 19, 2010

 

COUNTRY

  

SUB-CUSTODIAN

  

CASH CORRESPONDENT BANK

*WAEMU – Benin,

Burkina Faso,

Ivory Coast,

Guinea-Bissau,

Mali, Niger,

Senegal, Togo*

  

Société Générale de Banques en Côte d’Ivoire

5 et 7, Avenue J. Anoma - 01 B.P. 1355

Abidjan 01

IVORY COAST

  

Société Générale de Banques en Côte d’Ivoire

Abidjan

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*
ZAMBIA   

Barclays Bank Zambia Plc

Elunda Park, Plot 4644

Lusaka

ZAMBIA

  

Barclays Bank Zambia Plc

Lusaka

*ZIMBABWE*   

Barclays Bank of Zimbabwe Limited

Corporate Centre

1st Floor, Eastern Wing

Birmingham Road, Cnr. Paisley Road

Harare

ZIMBABWE

  

Barclays Bank of Zimbabwe Limited

Harare

*RESTRICTED SERVICE ONLY. PLEASE CONTACT YOUR RELATIONSHIP MANAGER FOR FURTHER INFORMATION.*

 

** J.P. Morgan affiliate      Correspondent banks are listed for information only.

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 12 of 12   


LOGO

Last Updated September 29, 2010

 

SECURITIES DEPOSITORIES

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

ARGENTINA   

CDV

(Caja de Valores S.A.)

   Equity, Corporate Debt, Government Debt
  

CRYL

(Central de Registration y Liquidacion de Pasivos Publicos y Fideicomisos Financieros)

   Treasury Bonds/Bills (issued after April 1996)
AUSTRALIA   

ASX Austraclear

(Austraclear Limited)

   Corporate Debt, Money Market, Government Debt
  

ASTC

(ASX Settlement and Transfer Corporation Pty Limited)

   Equity
AUSTRIA   

OeKB

(Oesterreichische Kontrollbank AG)

   Equity, Corporate Debt, Government Debt
BAHRAIN   

CDS

(Bahrain Stock Exchange Clearing, Settlement and Central Depository System)

   Equity, Corporate Debt, Government Debt
BANGLADESH   

CDBL

(Central Depository Bangladesh Limited)

   Equity, Government Debt
BELGIUM    Euroclear Belgium    Equity, Corporate Debt
  

NBB

(National Bank of Belgium)

   Corporate Debt, Government Debt
BERMUDA   

BSD

(Bermuda Securities Depository)

   Equity, Corporate Debt, Government Debt
BOTSWANA   

CSDB

(Central Securities Depository of Botswana)

   Equity
BRAZIL   

CBLC

(Companhia Brasileira de Liquidacao e de Custodia)

   Equity
  

CETIP

(Central de Custodia e de Liquidacao Financiera de Titulos Privados)

   Corporate Debt
  

SELIC

(Sistema Especial de Liquidacao e Custodia)

   Government Debt
BULGARIA   

BNB

(Bulgaria National Bank)

   Government Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 1 of 8   


LOGO

Last Updated September 29, 2010

 

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

  

CDAD

(Central Depository A.D.)

   Equity, Corporate Debt
CANADA   

CDS

(The Canadian Depository for Securities Limited)

   Equity, Corporate, Government Debt
CHILE   

DCV

(Deposito Central de Valores S.A.)

   Equity, Corporate Debt, Government Debt
CHINA – A-Share   

CSDCC

(China Securities Depository and Clearing Corporation Limited)

   Equity, Corporate Debt, Government Debt

CHINA – B-Share

(SHANGHAI)

  

CSDCC, Shanghai Branch

(China Securities Depository and Clearing Corporation Limited, Shanghai Branch)

   Equity, Corporate Debt, Government Debt

CHINA – B-Share

(SHENZHEN)

  

CSDCC, Shenzhen Branch

(China Securities Depository and Clearing Corporation Limited, Shenzhen Branch)

   Equity, Corporate Debt, Government Debt
COLOMBIA   

DCV

(Deposito Central de Valores)

   Government Debt
  

DECEVAL

(Deposito Centralizado de Valores de Colombia S.A.)

   Equity, Corporate Debt, Government Debt
CROATIA   

SKDD

(Central Depository and Clearing Company Inc. – Stredisnje klirinsko depozitarno drustro, d.d.)

   Equity, Corporate Debt, Government Debt
CYPRUS   

CSD

(Cyprus Stock Exchange Central Securities Depository)

   Equity, Corporate Debt, Government Debt
CZECH REPUBLIC   

CDCP

(Centrální depozitář Cenných Papírůo)

   Equity, Corporate Debt, Government Debt
  

CNB

(Ceska Narodni Banka)

   Government Debt
DENMARK   

VP

(VP Securities A/S)

   Equity, Corporate Debt, Government Debt
EGYPT   

MCDR

(Misr for Clearing, Depository and Central Registry)

   Equity, Corporate Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 2 of 8   


LOGO

Last Updated September 29, 2010

 

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

  

CBE

(Central Bank of Egypt)

   Government Debt
ESTONIA   

ECSD

(Estonian Central Securities Depository)

   Equity, Corporate Debt, Government Debt
FINLAND   

Euroclear Finland

(Euroclear Finland Ltd)

   Equity, Corporate Debt, Government Debt
FRANCE   

Euroclear France

(Euroclear France S.A.)

   Equity, Corporate Debt, Government Debt
GERMANY   

CBF

(Clearstream Banking AG (Frankfurt))

   Equity, Corporate Debt, Government Debt
GHANA   

CSD

(Central Securities Depository (Ghana) Limited)

   Government Debt
  

GSD

(GSE Securities Depository Company Limited)

   Equity. Corporate Debt
GREECE   

CSD

(Hellenic Exchanges S.A. Holding, Clearing, Settlement and Registry)

   Equity, Corporate Debt
  

BoG

(Bank of Greece)

   Government Debt
HONG KONG   

HKSCC

(Hong Kong Securities Clearing Company Limited)

   Equity
  

HKMA CMU

(Hong Kong Monetary Authority Central Moneymarkets Unit)

   Corporate Debt, Government Debt
HUNGARY   

KELER Zrt.

(Central Clearing House and Depository (Budapest) Ltd.)

   Equity, Corporate Debt, Government Debt
ICELAND   

ISD

(The Islandic Securities Depository)

   Equity, Corporate Debt, Government Debt
INDIA   

NSDL

(National Securities Depository Limited)

   Equity, Corporate Debt, Government Debt
  

CDSL

(Central Depository Services (India) Limited)

   Equity, Corporate Debt, Government Debt
  

RBI

(Reserve Bank of India)

   Government Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 3 of 8   


LOGO

Last Updated September 29, 2010

 

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

INDONESIA   

KSEI

(PT Kustodian Sentral Efek Indonesia)

   Equity, Corporate Debt
   Bank Indonesia    Government Debt
INTERNATIONAL SECURITIES MARKET   

Euroclear Bank

(Euroclear Bank S.A./N.V.)

   Internationally Traded Debt, Equity
  

CBL

(Clearstream Banking, S.A.)

   Internationally Traded Debt, Equity
IRELAND   

Euroclear UK & Ireland

(Euroclear UK & Ireland Limited)

   Equity, Corporate Debt
ISRAEL   

TA-SECH

(Tel Aviv Stock Exchange Clearing House Ltd.)

   Equity, Corporate Debt, Government Debt
ITALY    Monte Titoli S.p.A.    Equity, Corporate Debt, Government Debt
JAPAN   

JASDEC

(Japan Securities Depository Center, Incorporated)

   Equity, Convertible Debt
  

BoJ

(Bank of Japan)

   Registered Government Debt
JORDAN   

SDC

(Securities Depository Center)

   Equity, Corporate Debt
KAZAKHSTAN   

CSD

(Central Securities Depository JSC)

   Equity
KENYA   

CBCD

(Central Bank Central Depository)

   Government Debt
  

CDSC

(Central Depository and Settlement Corporation Limited)

   Equity, Corporate Debt
KUWAIT   

KCC

(The Kuwait Clearing Company S.A.K.)

   Equity, Corporate Debt
LATVIA   

LCD

(Latvian Central Depository)

   Equity, Corporate Debt, Government Debt
LEBANON   

Midclear S.A.L.

(Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East S.A.L.)

   Equity
  

BDL

(Banque du Liban)

   Government Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 4 of 8   


LOGO

Last Updated September 29, 2010

 

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

LITHUANIA   

CSDL

(Central Securities Depository of Lithuania)

   Equity, Corporate Debt, Government Debt
LUXEMBOURG   

CBL

(Clearstream Banking, S.A.)

   Equity
MALAYSIA   

Bursa Depository

(Bursa Malaysia Depository Sdn Bhd)

   Equity, Corporate Debt
  

BNM

(Bank Negara Malaysia)

   Government Debt
MALTA   

CSD

(The Central Securities Depository)

   Equity, Corporate Debt, Government Debt
MAURITIUS   

CDS

(Central Depository & Settlement Co. Ltd)

   Equity, Corporate Debt
  

BOM

(Bank of Mauritius)

   Government Debt
MEXICO   

INDEVAL

(S.D. INDEVAL S.A. de C.V.)

   Equity, Corporate Debt, Government Debt
MOROCCO    Maroclear    Equity, Corporate Debt, Government Debt
NETHERLANDS    Euroclear Nederland    Equity, Corporate Debt, Government Debt
NEW ZEALAND   

NZCSD

(New Zealand Central Securities Depository)

   Equity, Corporate Debt, Government Debt
NIGERIA   

CSCS

(Central Securities Clearing System Limited)

   Equity, Corporate Debt, Government Debt
NORWAY   

VPS

(Verdipapirsentralen ASA)

   Equity, Corporate Debt, Government Debt
OMAN   

MCD

(Muscat Clearing and Depository)

   Equity, Corporate Debt
PAKISTAN   

CDC

(Central Depository Company of Pakistan Limited)

   Equity, Corporate Debt
  

SBP

(State Bank of Pakistan)

   Government Debt
PALESTINE   

CDS

(Palestine Stock Exchange Central Depository and Settlement Department)

   Equity
PERU   

CAVALI

(CAVALI ICLV S.A.)

   Equity, Corporate Debt, Government Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 5 of 8   


LOGO

Last Updated September 29, 2010

 

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

PHILIPPINES   

PDTC

(Philippine Depository and Trust Corp.)

   Equity, Corporate Debt
  

RoSS

(Register of Scripless Securities)

   Government Debt
POLAND   

NDS

(National Depository for Securities S.A.)

   Equity, Long-Term Government Debt
  

RPW

(Registry of Securities)

   Short-Term Government Debt
PORTUGAL   

INTERBOLSA

(Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.)

   Equity, Corporate Debt, Government Debt
QATAR   

QE

(Qatar Exchange)

   Equity
ROMANIA   

CD S.A.

(Central Depository S.A.)

   Equity, Corporate Debt
  

NBR

(National Bank of Romania)

   Government Debt
RUSSIA   

VTB

(Vneshtorgbank)

   Government Debt (Ministry of Finance Bonds)
  

DCC

(Depository Clearing Company)

   Equity, Corporate Debt
  

NDC

(The National Depository Center)

  

Equity, Corporate Debt, Government Debt

(GKOs/OFZs, T-bills)

SAUDI ARABIA   

Tadawul

(The Saudi Securities Exchange (Tadawul) Company)

   Equity, Corporate Debt
  

SAMA

(Saudi Arabian Monetary Authority)

   Government Debt
SERBIA   

CSD

(Central Securities Depository and Clearing House for Serbia)

   Equity, Corporate Debt, Government Debt
SINGAPORE   

CDP

(The Central Depository (Pte) Limited)

   Equity, Corporate Debt
  

MAS

(Monetary Authority of Singapore)

   Government Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 6 of 8   


LOGO

Last Updated September 29, 2010

 

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

SLOVAK REPUBLIC   

CDCP

(Centralny depozitar cennych papierov SR, a.s.)

   Equity, Corporate Debt, Government Debt
SLOVENIA   

KDD

(Centralna klirinsko depotna druzba d.d.)

   Equity, Corporate Debt, Government Debt
SOUTH AFRICA   

Strate Ltd.

(Strate Central Securities Depository)

   Equity, Corporate Debt, Government Debt
SOUTH KOREA   

KSD

(Korea Securities Depository)

   Equity, Corporate Debt, Government Debt
SPAIN   

IBERCLEAR

(Sociedad de Gestion de los Sistemas de Registro, Compensacion y Liquidacion de Valores, S.A.)

   Equity, Corporate Debt, Government Debt
SRI LANKA   

CDS

(Central Depository System (Private) Limited)

   Equity, Corporate Debt
   LankaSecure    Government Debt
SWEDEN   

Euroclear Sweden

(Euroclear Sweden AB)

   Equity, Corporate Debt, Government Debt
SWITZERLAND   

SIX SIS

(SIX SIS AG)

   Equity, Corporate Debt, Government Debt
TAIWAN   

TDCC

(Taiwan Depository and Clearing Corporation)

   Equity, Corporate Debt
  

CBC

(Central Bank of the Republic of China)

   Government Debt
THAILAND   

TSD

(Thailand Securities Depository Company Limited)

   Equity, Corporate Debt, Government Debt
TRINIDAD AND TOBAGO   

TTCD

(The Trinidad and Tobago Central Depository Limited)

   Equity, Corporate Debt, Government Debt
TUNISIA   

STICODEVAM

(Societe Tunisienne Interprofessionnelle pour la Compensation et le Depot des Valeurs Mobilieres)

   Equity, Corporate Debt, Government Debt
TURKEY   

CRA

(Central Registry Agency)

   Equity, Corporate Debt
  

CBRT

(Central Bank of the Republic of Turkey)

   Government Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 7 of 8   


LOGO

Last Updated September 29, 2010

 

 

COUNTRY

  

DEPOSITORY

  

INSTRUMENTS

UGANDA   

BoU

(Bank of Uganda)

   Government Debt
  

SCD

(Securities Central Depository Limited)

   Equity, Corporate Debt
UKRAINE   

AUSD

(All Ukrainian Securities Depository)

   Corporate Debt, Equity

UNITED ARAB

EMIRATES – ADX

  

ADX

(Abu Dhabi Securities Exchange)

   Equity, Corporate Debt, Government Debt

UNITED ARAB

EMIRATES – DFM

  

DFM

(Dubai Financial Market)

   Equity, Corporate Debt, Government Debt

UNITED ARAB

EMIRATES – NASDAQ

Dubai

  

NASDAQ Dubai

(NASDAQ Dubai Limited)

   Corporate Debt
UNITED KINGDOM   

Euroclear UK & Ireland

(Euroclear UK & Ireland Limited)

   Equity, Corporate Debt, Government Debt
UNITED STATES   

DTC

(The Depository Trust Company)

   Equity, Corporate Debt
  

FRB

(Federal Reserve Bank)

   Government Debt, Mortgage Backed Securities
URUGUAY   

BCU

(Banco Central del Uruguay)

   Government Debt
VENEZUELA   

BCV

(Banco Central de Venezuela)

   Government Debt
  

CVV

(Caja Venezolana de Valores, S.A.)

   Equity, Corporate Debt, Money Market
VIETNAM   

VSD

(Vietnam Securities Depository)

   Equity, Corporate Debt, Government Debt

WAEMU – Benin,

Burkina Faso, Ivory Coast,

Guinea-Bissau,

Mali, Niger, Senegal,

Togo

  

DC/BR

(Le Depositaire Central / Banque de Reglement)

   Equity, Corporate Debt, Government Debt
ZAMBIA   

CSD

(LuSE Central Shares Depository Limited)

   Equity, Government Debt
  

BoZ

(Bank of Zambia)

   Government Debt

 

This document is for information only and is designed to keep you abreast of market conditions and procedures. This document is intended neither to influence your investment decisions nor to amend or supplement any agreement governing your relations with J.P. Morgan. It is not intended as a substitute for your own due diligence as to what actions should be taken as a result of the market conditions and procedures described herein. J.P. Morgan has gathered the information from a source it considers reliable; however, it cannot be responsible for inaccuracies, incomplete information or updating of the information furnished hereby.

 

  Page 8 of 8