EX-99.(G)(1)(VIII) 6 a10-11344_1ex99dg1viii.htm EX-99.G.1.VIII

Exhibit No. Ex-99.g.1.viii

 

THE UBS FUNDS, UBS RELATIONSHIP FUNDS, SMA RELATIONSHIP TRUST, GLOBAL HIGH INCOME FUND, INC., STRATEGIC GLOBAL INCOME FUND INC., FORT DEARBORN INCOME SECURITIES, INC.

 

and

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

 

ADDENDUM

 

THIS ADDENDUM is made May 7, 2010

 

BY AND AMONG:

 

(1)          THE UBS FUNDS (formerly known as the Brinson Funds), which has its address at One North Wacker Drive, Chicago, Illinois 60606;

 

(2)          UBS RELATIONSHIP FUNDS (formerly known as The Brinson Relationship Funds), which has its address at One North Wacker Drive, Chicago Illinois 60606;

 

(3)          SMA RELATIONSHIP TRUST, which has its address at One North Wacker Drive, Chicago Illinois 60606;

 

(4)          GLOBAL HIGH INCOME FUND, INC. (formerly known as GLOBAL HIGH INCOME DOLLAR FUND, INC.), which has its address at 1285 Avenue of the Americas, New York, NY 10019

 

(5)          STRATEGIC GLOBAL INCOME FUND, INC.,  which has its address at 1285 Avenue of the Americas, New York, NY 10019

 

(6)          FORT DEARBORN INCOME SECURITIES, INC., which has its address at One North Wacker Drive, Chicago Illinois 60606;

 

(each a “Customer” and together the “Customers”);

 

(7)          JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, whose registered office is at 270 Park Avenue, New York, NY 10017-2070, United States of America (“JPMorgan”) and

 

(8)          UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC., (“UBS Global AM”) as administrator to the UBS Funds, SMA Relationship Trust, Global High Income Fund., Inc., Strategic Global Income Fund, Inc. and Fort Dearborn Income Securities, Inc., which has its address at One North Wacker Drive, Chicago Illinois 60606;

 

BACKGROUND

 

(A) Each customer and JPMorgan entered into separate agreements (the “Original Agreements”) under which JPMorgan agreed to provide multiple services to each Customer.

 

(B) Each Customer and JP Morgan wish to add this addendum to each of their Original Agreements to reflect a new fee arrangement agreed to by the parties (Attachment A hereto), with an effective date of May 7, 2010. (“Fee Schedule”)

 



 

 

ATTACHMENT A

 

THE JP MORGAN CHASE BANK, N.A.

 

FEE SCHEDULE

 

FOR

 

THE UBS FUNDS

UBS RELATIONSHIP FUNDS

SMA RELATIONSHIP TRUST

GLOBAL HIGH INCOME FUND, INC.

STRATEGIC GLOBAL INCOME FUND, INC.

FORT DEARBORN INCOME SECURITIES, INC.

 

Effective as of May 7, 2010

 

 

2



 

The fees shown on pages 3-4 of this fee schedule apply to all funds except Cash Management Prime Relationship Fund which will maintain a separate fee schedule (see page 5)

 

A.  Fund Service Fees (see Appendix I for listing of services provided)

 

I.                 Fund Accounting

 

Basis point charge calculated as follows:

 

·

2.95 bps on first $15 billion

·

2.20 bps on next $15 billion

·

1.50 bps on all assets over $30 billion

 

Fund minimum calculated as follows:

 

·

“Standard” funds at $25,000

Equity and fixed income funds, single class, automated pricing

 

·

“Complex” funds at $35,000

International funds, emerging market funds, multi-manager

 

·

“Super Complex” funds at $50,000

130/30 funds, manual pricing, derivatives

 

 

Annual fixed fee for fund accounting on multi sleeved funds as follows:

 

·

Per sleeve fund accounting fee $9,000.

 

A new fund’s category will be determined at fund launch.

 

Also, fund accounting complexity models represent a variety of criteria that we look at in determining different breaking points. The above descriptions provide a general provision for the criteria we take into consideration for each model but are not inclusive of all criteria we consider.

 


*

 

For the purpose of determining the basis points at which a tier applies in calculating the fee, the month end aggregate Net Asset Values of all UBS funds covered by this fee schedule will be used. The fee calculation for each individual Fund will be based on the monthly average Net Asset Values (NAV) as provided by J.P. Morgan Fund Accounting and reported to UBS Global AM for each respective fund.

 

 

 

**

 

Out of pocket expenses are included in the accounting charges for expenses that are considered standard and customary for the existing services this schedule addresses. If the out-of-pocket expenses increase because of, for example, pricing vendor charges associated with the securities that are held, these expenses will be passed along to the UBS funds at cost.

 

 

 

***

 

Minimum fees on newly launched funds will be waived for a 6 month period.

 

II.             Fund Administration:

 

Services include treasury/budgeting, compliance monitoring, tax reporting, and financial reporting.

 

Annual Flat Fee (*):

 

·

Relationship Funds

$90,000 per fund

 

·

All other Funds

$70,000 per fund

 

 


*     Fees will be charged monthly on a pro-rated basis.  UBS Global Asset Management (Americas) Inc. is responsible for paying the Annual Flat Fee for all funds, except for the UBS Relationship Funds.

 

 

3



 

III.         Transfer Agency Fee Schedule (*)

 

Annual maintenance fee per CUSIP:

 

$15,000 per year

 

Regular open shareholder account maintenance:

 

$25.00 per year

 

Closed shareholder account maintenance:

 

$5.00 per year

 

Manual transactions:

 

$10.00 per event

 

 

*     Fees apply to Relationship Funds

 

B.            Global Custody Fee Schedule (see Appendix IIA for Global Custody Bundled Safekeeping and Settlement Basis Point Fees Applied Per Fund)

 

·                  A minimum safekeeping and settlement fee of $15,000 will be applied per fund per annum.

·                  The fee calculation will be based on the monthly average Net Asset Values (NAV) as provided by JPMorgan Fund Accounting and reported to UBS Global AM for each UBS fund.

·                  The level of global custody safekeeping and settlement fees on Appendix IIA will be reviewed annually by JPMorgan and UBS Global AM on March 31st of each year to mutually determine if amendments to the agreed fee schedule may be required effective the following August 1st.  The review will be based on an analysis of the bundled basis point fees for each fund detailed in Appendix IIA compared with the estimated fees using the fee schedule detailed in Appendix IIB and IIC based on more recent countries of investment and estimated transactions costs.

 

Safekeeping: For the custody of all securities at JPMorgan’s agents, including income processing, corporate actions processing, transitions management services, plus general securities account maintenance.

 

Settlement:  For the settlement of all primary trades and “free” stock transfers. Transaction fees assume that JP Morgan receives valid instructions in an electronic format that facilitates straight through processing (STP). Transaction instructions not received in an agreed electronic method will incur an additional fee per transaction as follows: USD 50 (waived)

 

Overdraft Rates:

 

Overdraft charges paid by the Funds will be calculated using the Federal Funds rate plus 200 basis points on daily negative balances.

 

Class Action Services:

 

Services include determining account eligibility, filing, processing rejected items, and monitoring and processing recoveries.

 

Flat fee of $750 per filing paid once claim is filed.

 

Global Proxy Services per fund per vote executed (see Appendix III for tiered market groupings)

 

Tier A Markets

 

$

15.00

 

Tier B Markets

 

$

35.00

 

Tier C Markets

 

$

60.00

 

 

A list of markets by tier is attached in Appendix III.

 

Notes:

 

All new business will be separately negotiated.  UBS Global AM shall contact its relationship manager if it plans to trade in new countries (i.e. countries that are not on the Fee Schedule). If  UBS Global AM’s relationship manager is not notified ahead of time, the relevant Fund will be charged at the JPMorgan generic rate for each respective new country.

 

 

4



 

The fees shown on pages 5-6 apply to the Cash Management Prime Relationship Fund only

 

I.                 Fund Accounting, U.S. Custody Safekeeping and Settlement & Transfer Agency Bundled Basis Point Fees:

 

·                  A minimum fee of $70,000 will be applied per annum.

 

·                  Basis point charges below are an annual fee and assume the fund holds primarily US dollar denominated assets.  Fees will be billed monthly based on the average net assets of the Cash Management Prime Relationship Fund as follows (global custody basis point fees will be negotiated if needed)

 

Tier

 

Assets

 

Basis Point Charge

 

 

 

 

 

 

 

 

Tier One:

 

$0 to

$1,000,000,000

 

1.400 bps

 

 

 

 

 

 

 

 

Tier Two:

 

$1,000,000,000 to

$2,000,000,000

 

1.350 bps

 

 

 

 

 

 

 

 

Tier Three:

 

$2,000,000,000 to

$3,000,000,000

 

1.300 bps

 

 

 

 

 

 

 

 

Tier Four:

 

$3,000,000,000 to

$5,000,000,000

 

1.250 bps

 

 

 

 

 

 

 

 

Tier Five:

 

Greater than

$5,000,000,000

 

1.000bps

 

 

Safekeeping: For the custody of all securities at JPMorgan’s agents, including income processing, corporate actions processing, transitions management services, plus general securities account maintenance.

 

Settlement: For the settlement of all primary trades and “free” stock transfers. Transaction fees assume that JP Morgan receives valid instructions in an electronic format that facilitates straight through processing (STP). Transaction instructions not received in an agreed electronic method will incur an additional fee per transaction as follows: USD 50. (waived)

 

Fund Accounting: See Appendix I for listing of services provided

 

Transfer Agency: See Appendix I for listing of services provided

 

Overdraft Rates:

 

Overdraft charges paid by the Fund will be calculated using the Federal Funds rate plus 200 basis points on daily negative balances.

 

Class Action Services:

 

Services include determining account eligibility, filing, processing rejected items, and monitoring and processing recoveries.  Flat fee of $750 per filing paid once claim is filed.

 

Notes:

 

All new business will be separately negotiated. UBS Global AM shall contact its relationship manager if it plans to trade in new countries (i.e. countries that are not on the Fee Schedule). If UBS Global AM’s relationship manager is not notified ahead of time, the  Fund will be charged at the JPMorgan generic rate for each respective new country.

 

II.             Fund Administration Fees (see Appendix I for listing of services provided)

 

Services include treasury/budgeting, compliance monitoring, tax reporting, and financial reporting.

 

Annual Flat Fee (*):

 

·

Cash Management Prime Relationship Fund

$90,000 per annum

 

 

*     Fees will be charged monthly on pro-rated basis.

 

 

5



 

III.         Out of Pocket Charges

 

·                  Out of pocket expenses are included in the accounting charges for expenses that are considered standard and customary for the existing services this schedule addresses. If the out-of-pocket expenses increase because of, for example, pricing vendor charges associated with the securities that are held, these expenses will be passed along to the UBS Funds at cost.

 

Term of Agreement:

 

This fee agreement shall be effective for 90 days from issuance and will remain in effect for three (3) years from the time it is executed. No change, modification or revision to this fee agreement shall be effective until agreed to by both parties in writing.

 

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

/s/ Steven E. Basil

(Signature)

 

 

 

 

Steven E. Basil

(Name)

 

 

 

 

6/25/10

(Date)

 

 

 

 

 

 

THE UBS FUNDS

 

 

 

 

/s/ Thomas Disbrow

(Signature)

/s/ Tammie Lee

 

 

 

Thomas Disbrow

(Name)

Tammie Lee

 

 

 

6/22/10

(Date)

6/22/10

 

 

 

 

 

UBS RELATIONSHIP FUNDS

 

 

 

 

/s/ Thomas Disbrow

(Signature)

/s/ Tammie Lee

 

 

 

Thomas Disbrow

(Name)

Tammie Lee

 

 

 

6/22/10

(Date)

6/22/10

 

 

 

 

 

SMA RELATIONSHIP TRUST

 

 

 

 

/s/ Thomas Disbrow

(Signature)

/s/ Tammie Lee

 

 

 

Thomas Disbrow

(Name)

Tammie Lee

 

 

 

6/22/10

(Date)

6/22/10

 

 

6



 

GLOBAL HIGH INCOME FUND, INC.

 

 

 

 

 

/s/ Thomas Disbrow

(Signature)

/s/ Tammie Lee

 

 

 

Thomas Disbrow

(Name)

Tammie Lee

 

 

 

6/22/10

(Date)

6/22/10

 

 

 

 

 

STRATEGIC GLOBAL INCOME FUND, INC.

 

 

 

 

/s/ Thomas Disbrow

(Signature)

/s/ Tammie Lee

 

 

 

Thomas Disbrow

(Name)

Tammie Lee

 

 

 

6/22/10

(Date)

6/22/10

 

 

 

 

 

FORT DEARBORN INCOME SECURITIES, INC.

 

 

 

 

/s/ Thomas Disbrow

(Signature)

/s/ Tammie Lee

 

 

 

Thomas Disbrow

(Name)

Tammie Lee

 

 

 

6/22/10

(Date)

6/22/10

 

 

 

 

 

UBS GLOBAL ASSET MANAGEMENT (AMERICAS), INC.

 

 

 

 

/s/ Mark E. Carver

(Signature)

/s/ Joseph J. Allessie

 

 

 

Mark E. Carver

(Name)

Joseph J. Allessie

 

 

 

6/22/2010

(Date)

6/23/2010

 

 

7



 

Appendix I: Fund Services Detail

 

A.            Fund Accounting — Core Services Set:

 

Standard/Automated Inputs

Trade Processing

Capital Stock Processing

Expense Processing

Portfolio Income Recognition

Corporate Actions Processing

Daily Market Value Calculations utilizing automated price vendors

Standard/Automated Reporting & Deadlines

NAV Calculations (single class)

Standard NAV Delivery Timeframe (based on market close)

Rate Calculation for daily distributing funds

NAV/Rate reporting to four parties

Fund Information Reporting to Client & 3rd Party Reporting Agency

Risk Reporting (e.g., Statistics, Past Due Income, etc.)

Daily cash Reconciliation

Weekly Asset Reconciliation

Monthly SEC Yield calculations

Other Core Services

External Audit & Client Due Diligence Coordination

Generally Accepted Accounting Principles and Materiality Thresholds to Support a daily valuation environment.

 

Additional Services currently used by UBS

 

Additional Classes of shares

 

$1,000/class/year (waived)

Fair Market Value Calculations

 

$1,500/fund/year (waived)

Market Value Calculations utilizing Manual Prices (Broker Pricing)

 

$1.25/quote/day (waived)

3rd Party Custody Funds

 

$7,500 per fund (waived)

Fund Mergers / Liquidations / Launches / Tender Offers / Rights Offerings / Stock Splits / In — kind transactions

 

$1,000 per event (waived)

Customized Programming

 

At Cost

SAS 70

 

At Cost

 

B.            Fund Administration — Compliance and Treasury

 

Daily 1940 Act Compliance Monitoring

Daily Prospectus/SAI Compliance Monitoring

Quarterly IRS Diversification, Quarterly Tax Exempt Diversification & Annual 90% Good Income Tests

Provide Form N-1A / N-2 / 24f-2 Filing Data

Budgeting, Expense Accruals, Cash Disbursements and Due Diligence Reporting

Audit Coordination and Support

 

Reporting

Quarterly Board Reporting

Monthly Management Reporting

Quarterly Surveys

Monthly Survey Reporting (ICI, Lipper)

Weekly Surveys

Monthly Portfolio Turnover & Long-term Cost Rollforward

Periodic Distribution Calculations

Monthly Performance Reporting (Pre-Tax) (NAV & Market — Closed End Funds)

 

 

8



 

B.            Fund Administration — Compliance and Treasury (continued):

 

Tax Reporting

Annual ICI Primary & Secondary

1099 Misc Preparation

Blue Sky Reporting

 

Additional Services currently used by UBS

 

17e-1 affiliate testing

 

Waived

Asset Restriction Report

 

Waived

Daily 2a-7 Reporting

 

$500 per fund (waived)

Rule 38a-1 Support Services

 

$600 per fund

Fund Mergers / Liquidations / Launches / Tender Offers / Rights Offering / Stock Splits

 

$5,000 per event (waived)

 

C.            (1) Tax Core Services Scope

 

Tax Core Services

 

Includes preparation and review of:

Fiscal and excise tax provisions (includes all book/tax adjustments except those noted in the additional services section)

Federal income, state income and Federal excise tax returns (including filing by extended due dates)

Year end re-characterizations, return of capital, foreign tax credit, annual QDI and tax exempt percentage for completion of Form 1099 DIV

Year end shareholder reporting requirements (state by state, country by country, treasury income & assets, intangible tax)

IRS asset diversification and good income tests

Periodic distributions

60 day notice information

Quarterly tax exempt asset test and annual foreign security asset test

Annual QII

Tax shelter reporting

Tax preparation and review of all items regarding liquidations or mergers

Up to 25 hours of tax consultation and research per year per Fund Complex

Review of complex corporate actions

Preparation and review of one income distribution estimate, including capital gains, during the fund’s fiscal year

Support financial statement process by preparing and reviewing the following:

ROC SOP disclosure

 

Tax Footnote disclosure

 

Additional Services currently used by UBS

 

·

Equalization calculations

 

Waived

·

REMIC OID calculations / CDO calculations

 

$1,500 per fund per year (waived)

·

REIT Funds

 

$1,500 per fund per year (waived)

·

Greater than one distribution estimate

 

$500 per fund per event (waived)

·

Pre merger tax analysis

 

$500 per fund per year (waived)

·

Monthly QII

 

Waived

 

 

9



 

C.            (2) Tax Core Services Scope — Partnerships

 

Daily preparation and review of book allocations under aggregation allocation method.

Allocation of all tax M-1 adjustments based on year-end capital balances.

Maintenance of the following partner specific allocations:

Built-in gains/losses for contributions in kind

Side pockets and hot issues

Preparation and review of the following:

Annual partnership tax year-end provisions (includes all book/tax adjustments except those noted in the additional services section)

Federal Form 1065 and up to five state tax returns (including filings by extended due dates)

Schedule K-1 reporting for up to 99 partners

Calculations of foreign partner distributive share amounts and dissemination to withholding agent

Tax year-end majority interest test

Up to 25 hours of tax consultation and research per year per Fund Complex

Non-unitized Capital Balance Reporting per Partner

Performance Fee Maintenance on Non Unitized Basis

Review of complex corporate actions

Tax shelter compliance for limited activity:

Work with client to identify possible tax shelters

Prepare and review Form 8886

 

Partnership Tax Additional Services currently used by UBS

 

Assist in Determination of taxability of In Kind Contribution/Redemptions

 

Waived

REIT Income Tracking

 

Waived

 

D.            Financial Reporting Core Service Set

 

(Includes Preparation, review, and distribution of the following:)

Coordination, preparation and review of financial statements (annual and semi-annual), including:

Statement of Investments, Statement of Assets & Liabilities, Statement of Operations

Statement of Changes in Net Assets, Statement of Cash Flows

Financial Highlights

Notes to Financial Statements

Review of MD&A

Review of line graphs and performance information

Preparation, review and filing of SEC Form N-SAR

Review of SEC Form N-CSR

 

Additional Services currently used by UBS

 

N-14 Financial Statements

 

$2,000 per event (waived)

Preparation and Review of Form NQ

 

$750 per fund per year (waived)

 

 

10



 

E.            Transfer Agency Services

 

Account Set Up and Maintenance

Daily Confirmation Generation — English Only

Shareholder Statement Generation — Quarterly

Dividend Cal & Payment

Financial Control (Cash & Recon)

Compliance Audit Readiness and Coordination

Commissions Calculation & Payment

Price Receipt from Fund Accounting

Wire & Cash Receipt

Savings Plans

Withdrawal Plans

MIS — Client Statistics

Incoming & outgoing transmission (data and transactions)

 

Transfer Agency — Additional Services

 

Ad Hoc Reporting

 

At Cost

Class Conversions/Mergers

 

At Cost

Customized Reporting

 

At Cost

Class Conversion Costs

 

At Cost

Customized Programming

 

At Cost

Out of Pocket Expenses

 

At Cost

 

Incoming & outgoing transmissions (data and transactions)

 

 

11



 

Appendix IIA: Global Custody Bundled Safekeeping and Settlement Basis Point Fees Applied Per Fund

 

Mutual Funds

 

Custody Fees in BPS Without Minimum Fees Applied

UBS Absolute Return Bond Fund

 

2.2

UBS Dynamic Alpha Fund

 

1.4

UBS Global Allocation Fund

 

1.5

UBS Global Bond Fund

 

3.0

UBS Global Equity Fund

 

2.2

UBS Global Frontier Fund

 

0.8

UBS High Yield Fund

 

0.8

UBS International Equity Fund

 

5.5

UBS Market Neutral Multi Strategy Fund

 

2.6

UBS U.S. Bond Fund

 

0.9

UBS U.S. Equity Alpha Fund

 

0.8

UBS U.S. Large Cap Equity Fund

 

0.8

UBS U.S. Large Cap Value Equity Fund

 

0.8

UBS U.S. Mid Cap Growth Equity Fund

 

0.8

UBS U.S. Small Cap Growth Fund

 

0.8

 

Relationship Funds

 

Custody Fees in BPS Without Minimum Fees Applied

UBS Corporate Bond Relationship Fund

 

1.1

UBS Emerging Markets Equity Completion Relationship Fund

 

17.3

UBS Emerging Markets Equity Relationship Fund

 

16.6

UBS Global (ex US) All Cap Growth Relationship Fund

 

4.9

UBS Global Securities Relationship Fund

 

1.5

UBS High Yield Relationship Fund

 

0.8

UBS International Equity Relationship Fund

 

3.9

UBS Large Cap Equity Relationship Fund

 

0.8

UBS Opportunistic Emerging Markets Debt Relationship Fund

 

14.6

UBS Small Cap Equity Relationship Fund

 

0.8

UBS U.S. Bond Relationship Fund

 

0.8

UBS U.S. Equity Alpha Equity Relationship Fund

 

0.8

UBS U.S. Large Cap Growth Equity Relationship Fund

 

0.8

UBS U.S. Securitized Mortgage Relationship Fund

 

0.8

UBS U.S. Treasury Inflation Protected Securities Relationship Fund

 

0.8

 

Closed End Funds

 

Custody Fees in BPS Without Minimum Fees Applied

Fort Dearborn Income Securities, Inc.

 

1.2

Global High Income Fund, Inc.

 

16.0

Strategic Global Income, Inc.

 

4.0

 

SMA Funds

 

Custody Fees in BPS Without Minimum Fees Applied

SMA Relationship Trust Series A

 

1.4

SMA Relationship Trust Series M

 

0.8

SMA Relationship Trust Series T

 

0.5

 

 

12



 

Appendix IIB: Custody Market Group Tiered Pricing

 

TIERED FEE SCHEDULE — Bundled Basis Point Fee for Global Custody Safekeeping and Transactions Fees by Market Grouping (see Appendix IIC for Market Groupings) *

 

United States

 

 

 

From

 

To

 

Fees (bps)

 

 

 

$

0

 

$

10,000,000,000

 

0.75

 

 

 

$

10,000,000,000

 

$

20,000,000,000

 

0.50

 

 

 

>$

20,000,000,000

 

 

 

0.30

 

 

Global 1 (Developed)

 

 

 

From

 

To

 

Fees (bps)

 

 

 

$

0

 

$

2,000,000,000

 

4.00

 

 

 

$

2,000,000,000

 

$

5,000,000,000

 

3.50

 

 

 

>$

5,000,000,000

 

 

 

3.00

 

 

Global 2 (Developing)

 

 

 

From

 

To

 

Fees (bps)

 

 

 

$

0

 

$

750,000,000

 

20.75

 

 

 

$

750,000,000

 

$

2,000,000,000

 

18.75

 

 

 

>$

2,000,000,000

 

 

 

17.00

 

 

Global 3 (Emerging)

 

 

 

From

 

To

 

Fees (bps)

 

 

 

$

 

0

 

$

250,000,000

 

35.00

 

 

 

$

 

250,000,000

 

$

1,250,000,000

 

32.50

 

 

 

>$

1,250,000,000

 

 

 

30.00

 

 

 

 

 

 

 

 

 

 

Pure Fund of Funds

 

 

Per Fund Flat fee

 

 

 

$

5000

 

 


* -          For the purposes of determining the dollar levels at which a tier applies, the aggregate Net Asset Values of all UBS accounts covered by this fee schedule will be used.

 

13



 

Appendix IIC (continued) — Market Groupings

 

Market

 

Market Grouping

Australia

 

Global 1 (Developed)

Austria

 

Global 1 (Developed)

Belgium

 

Global 1 (Developed)

Canada

 

Global 1 (Developed)

Denmark

 

Global 1 (Developed)

Euroclear

 

Global 1 (Developed)

Finland

 

Global 1 (Developed)

France

 

Global 1 (Developed)

Germany

 

Global 1 (Developed)

Hong Kong

 

Global 1 (Developed)

Ireland

 

Global 1 (Developed)

Italy

 

Global 1 (Developed)

Japan

 

Global 1 (Developed)

Luxembourg

 

Global 1 (Developed)

Malaysia

 

Global 1 (Developed)

Netherlands

 

Global 1 (Developed)

New Zealand

 

Global 1 (Developed)

Norway

 

Global 1 (Developed)

Portugal

 

Global 1 (Developed)

Singapore

 

Global 1 (Developed)

Spain

 

Global 1 (Developed)

Sweden

 

Global 1 (Developed)

Switzerland

 

Global 1 (Developed)

United Kingdom

 

Global 1 (Developed)

 

 

 

Argentina

 

Global 2 (Developing)

Bermuda

 

Global 2 (Developing)

Brazil

 

Global 2 (Developing)

China

 

Global 2 (Developing)

Czech Republic

 

Global 2 (Developing)

Greece

 

Global 2 (Developing)

Hungary

 

Global 2 (Developing)

India

 

Global 2 (Developing)

Indonesia

 

Global 2 (Developing)

South Korea

 

Global 2 (Developing)

Mexico

 

Global 2 (Developing)

Philippines

 

Global 2 (Developing)

Poland

 

Global 2 (Developing)

Russia

 

Global 2 (Developing)

South Africa

 

Global 2 (Developing)

Taiwan

 

Global 2 (Developing)

Thailand

 

Global 2 (Developing)

Turkey

 

Global 2 (Developing)

 

 

14



 

Appendix IIC (continued) — Market Groupings

 

Bahrain

 

Global 3 (Emerging)

Bangladesh

 

Global 3 (Emerging)

Chile

 

Global 3 (Emerging)

Croatia

 

Global 3 (Emerging)

Colombia

 

Global 3 (Emerging)

Cyprus

 

Global 3 (Emerging)

Ecuador

 

Global 3 (Emerging)

Egypt

 

Global 3 (Emerging)

Iceland

 

Global 3 (Emerging)

Israel

 

Global 3 (Emerging)

Jamaica

 

Global 3 (Emerging)

Jordan

 

Global 3 (Emerging)

Lebanon

 

Global 3 (Emerging)

Malta

 

Global 3 (Emerging)

Mauritius

 

Global 3 (Emerging)

Nepal

 

Global 3 (Emerging)

Pakistan

 

Global 3 (Emerging)

Peru

 

Global 3 (Emerging)

Slovakia

 

Global 3 (Emerging)

Sri Lanka

 

Global 3 (Emerging)

Tunisia

 

Global 3 (Emerging)

Ukraine

 

Global 3 (Emerging)

United Arab Emirates

 

Global 3 (Emerging)

Venezuela

 

Global 3 (Emerging)

Vietnam

 

Global 3 (Emerging)

 

 

 

United States

 

United States

 

 

15



 

Appendix III: Global Proxy Voting Market Tiers

 

Tier A

 

Tier B

 

Tier C

Australia

 

Jamaica

 

South Africa

 

Austria

 

Argentina

Bahrain

 

Japan

 

South Korea

 

Belgium

 

Brazil

Bangladesh

 

Jordan

 

Spain

 

Croatia

 

Cyprus

Bermuda

 

Malaysia

 

Sri Lanka

 

Czech Republic

 

Denmark

Canada

 

Malta

 

Taiwan

 

Ecuador

 

Egypt

Chile

 

Mauritius

 

Thailand

 

Euroclear

 

Finland

China (+OOP)

 

Mexico

 

Tunisia

 

France

 

Iceland

Colombia

 

New Zealand

 

United Kingdom

 

Germany

 

Norway (+OOP)

Hong Kong

 

Pakistan

 

United States *

 

Greece

 

Peru

India (+OOP)

 

Philippines

 

Venezuela

 

Hungary

 

Poland

Indonesia

 

Russia (+OOP)

 

Vietnam

 

Italy

 

Sweden

Ireland

 

Singapore

 

 

 

Lebanon

 

Switzerland

Israel

 

Slovakia

 

 

 

Netherlands

 

Turkey

 

 

 

 

 

 

Portugal

 

All Other

 

* - no charge if manager instructs ADP directly

 

 

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