An investment fund wishes to appoint the Custodian as a custodian of the Portfolio and the Custodian agrees to such appointment on the terms and subject to the conditions of the Custodian Agreement.
The Client appoints the Custodian as custodian of the Portfolio to provide services in accordance with this Agreement. The Custodian accepts such appointment.
On the Effective Date, the Client shall designate and certify to the Custodian the names and signatures of the persons authorised to give Instructions to the Custodian and shall deliver or procure the delivery to the Custodian of a certified copy of a resolution of the board of directors of the Client containing any such authority and a certified copy of the Articles.
The Client shall promptly certify to the Custodian any changes that may be made from time to time in the persons so authorised.
The Client shall:
(a) provide the Custodian with any amendments to its Articles and Prospectus.
(b) promptly deliver or will ensure that the administrator of the Client delivers at the Custodian's request a schedule of cash and Securities comprised in the Portfolio of each Sub-Fund as at the date of the latest valuation of net assets of the Sub-Fund, showing the type and amount of each investment and its value determined in accordance with the provisions of the Articles and the Prospectus and detailing all purchases and sales performed since the date of the last such schedule and such schedule shall be certified as complete and correct by a responsible officer of the Client.
(c) procure that all sums representing subscription monies for shares of the Client are paid to the Custodian for the account of the relevant Sub-Fund upon issue.
(d) promptly deliver to the Custodian any management letter prepared by the auditor of the Client.
The Custodian shall provide:
(a) the Portfolio Custodian service in accordance with the terms of this Agreement;
(b) any other services that the Custodian is appointed by the Client to provide under the terms of this Agreement.
The Custodian shall open and maintain a separate bank account or bank accounts in its books in the name of the Client and, if requested by the Client and subject to applicable laws, a separate bank account or accounts in the name of the Custodian for the benefit of the Client with such bank or banks and in such place or places as may from time to time be agreed between it and the Client. The Custodian shall hold in such bank account or bank accounts, subject to the provisions hereof, all cash received by it from or for the account of the Client. The Custodian shall make or procure the making of payments of cash out of such account or accounts on behalf of the Client:-
(a) upon the purchase of Securities for the account of the Client and, where market practices permit, the delivery of such Securities to or to the order of the Custodian or anyone nominated by the Custodian in accordance with Clause 10 or in proper form for transfer;
(b) for the redemption of shares of the Client pursuant to the Articles;
(c) for the payment of interest and dividends by the Client or the payment by the Client of taxes, management, investment advisory, custodian, secretarial and registrar and subscription and redemption agents fees or other operating expenses (including, without limitation thereto, fees for legal, accounting and auditing services, directors' remuneration, brokerage and commissions);
(d) for payments in connection with the conversion, exchange or surrender of securities owned or subscribed for on behalf of the Client held by or to be delivered to the Custodian;
(e) for the transfer of cash from one bank account as aforesaid to another bank account as aforesaid or for deposit;
(f) for payments in connection with insuring Securities or in providing for the safekeeping thereof otherwise than in the vault of the Custodian;
(g) for payment of interest and payment of principal on all borrowings as permitted by the Articles and Prospectus;
(h) for payments in respect of initial or variation margin requirements relative to the operation of any accounts with brokers or other intermediaries;
(i) for payments in connection with any stock lending activities; and
(j) for other proper corporate purposes.
Before making any such payment the Custodian shall receive (and may rely upon), in the case of a payment permitted under the terms of items (a) to (i) of this sub-clause Instructions directing such payment, stating that it is for a purpose permitted under the terms of one of such items, naming the person or persons to whom such payment is to be made and specifying the amount of, and the time by which, such payment is to be made and such other information as may be appropriate to allow the Custodian to effect the relevant payment in proper form, or, in the case of payment for a purpose permitted under the terms of item (j) of this sub-clause a copy of a resolution of the board of directors or of a committee of the board of directors duly authorised certified by two directors of the Client setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper corporate purpose, naming the person or persons to whom such payment is to be made stating the amount of, and the time by which, such payment is to be made and stating all relevant information as aforesaid.
The Custodian is hereby authorised to endorse and collect all cheques, drafts or other orders for the payment of money received by the Custodian for the account of the Client.
In connection with any transaction involving Securities held by or to be acquired for the Client, the Custodian may in its discretion:
(a) credit the Client on the contractual settlement date with the proceeds of any sale or exchange of Securities and may on or before the contractual settlement date transfer the relevant Securities to a separate custody account awaiting delivery; and
(b) debit the Client on the contractual settlement date with the purchase price of Securities purchased or acquired for the Client and may credit the Client on or before the contractual settlement date with the relevant Securities pending receipt of such Securities.
(c) The Client acknowledges that these procedures are of a strictly administrative nature and do not amount to an agreement by the Custodian to make loans and/or Securities available to the Client. The Custodian is authorised to reverse any such credit or debit.
In respect of any transaction for which the Custodian determines not to credit the Client on the contractual settlement date, the proceeds from the sale or exchange of Securities will be credited to the Client as soon as practical after such proceeds are received and Securities acquired will be credited on the date of receipt of such Securities by the Custodian.
The Custodian shall record and hold in a separate account in its books all Securities received by it from time to time and shall arrange for all Securities to be deposited in the Custodian's vault or otherwise held by or to the order of the Custodian as it may think proper for the purpose of providing for the safekeeping thereof. Any expenses of whatever nature incurred by the Custodian in providing safe custody (other than in the vault of the Custodian) or in the settlement of securities transactions or the collection of dividends, interest or any other rights attaching to the Securities shall be payable by the Client.
Upon receipt of Instructions, the Custodian shall open accounts with brokers or other intermediaries either in its own name on behalf of the Client or in the name of the Client and shall make such arrangements regarding trading authorisations and other forms of authority in respect of such accounts as it deems advisable. The Custodian shall not be responsible for the safekeeping of Securities or cash deposited with or remaining in any such accounts and shall not be liable for any loss resulting from the liquidation, bankruptcy or insolvency of such broker or intermediary.
The Custodian shall transfer, exchange or deliver in the required form and manner Securities held by it hereunder only:-
(a) upon sales of such Securities for the account of the Client and, where market practices permit, receipt by the Custodian of payment therefore;
(b) when such Securities are called, redeemed or retired or otherwise become payable;
(c) for delivery to any broker selling any such Securities in accordance with "street delivery" custom;
(d) in exchange for or upon conversion into other Securities alone or other Securities and cash pursuant to any plan or merger, consolidation, reorganisation, recapitalisation or readjustment or otherwise;
(e) upon conversion of such Securities pursuant to their terms into other Securities;
(f) upon exercise of subscription, purchase or other similar rights represented by such Securities;
(g) for the purpose of exchanging interim receipts or temporary securities for definitive securities;
(h) for the purpose of redeeming in kind shares of the Client;
(i) for collecting all income and other payments with respect to Securities;
(j) in connection with stock lending transactions entered into for the account of the Client; and
(k) for other proper corporate purposes.
Before making any such transfer, exchange or delivery the Custodian shall receive (and may rely upon) in the case of a matter permitted under the terms of items (a) to (j) of this sub-clause Instructions directing such transfer, exchange or delivery, indicating the Securities in question, stating all relevant information to allow the Custodian to effect in the proper form and manner, as the case may be, such transfer, exchange or delivery and stating that it is for a purpose permitted under the terms of one of such items or, in the case of a transfer, exchange or delivery permitted under the terms of item (k) of this sub-clause a copy of a resolution of the board of directors or a committee of the board of directors duly authorised certified by two directors of the Client specifying the Securities in question, setting forth the purpose for which such transfer, exchange or delivery is to be made, declaring such purpose to be a proper corporate purpose, naming the person or persons to whom transfer, exchange or delivery of such Securities shall be made and stating all relevant information as aforesaid.
Upon receipt of Instructions, the Custodian shall:
(a) receive and retain confirmations or other documents evidencing the purchase or writing of an option by the Client; and
(b) deposit and maintain, either physically or by book entries, adequate Securities, cash or other assets in separate accounts in connection with such option; and
(c) pay, release and/or transfer such Securities in accordance with a notice or other written communication evidencing the expiration, termination or exercise of such option furnished by the securities or option exchange on which such option is traded or such other organisation, party, broker or dealer as may be responsible for handling such options transactions.
Upon receipt of Instructions, the Custodian shall deliver Securities to lenders or their agents or otherwise establish segregated accounts as collateral for borrowings effected by the Client, but only against receipt of the borrowed amounts.
Upon receipt of Instructions, the Custodian shall enter into foreign exchange contracts or options to purchase and sell foreign currencies for spot and future delivery on behalf of the Client. The Custodian shall be responsible for documenting the transaction with and instructing the broker or financial counterparty, for cash transfers and for the maintenance of proper records.
Upon receipt of Instructions, the Custodian shall establish and maintain on its books a segregated account or accounts for and on behalf of the Client, into which account or accounts may be transferred cash and/or Securities or other assets of the Client, including Securities maintained by the Custodian in a book-entry system or foreign depository, said account to be maintained for such purposes as set forth in such Instructions.
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