HomeMy WebLinkAboutRes 2011-14 Approving the Domestic Custody Agreement with JP Morgan Chase BankCity of West University Place
Harris County, Texas
RESOLUTION NO. 2011-14
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST UNIVERSITY
PLACE, TEXAS, APPROVING THE DOMESTIC CUSTODY AGREEMENT
BETWEEN JPMORGAN CHASE BANK, N.A. AND THE CITY OF WEST
UNIVERSITY PLACE, TEXAS.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST UNIVERSITY
PLACE, TEXAS:
Section I: That the City Council of the City of West University Place, Texas, has
reviewed the Custody Agreement in Section 2 hereof.
Section 2: That the City Council of the City of West University Place, Texas, hereby
approves the Domestic Custody Agreement, which is attached hereto as Exhibit "A" and
incorporated herein for all intents and purposes.
Section 3: This resolution shall take effect immediately from and after its passage by the
City Council of the City of West University Place.
INTRODUCED, READ and PASSED, by the affirmative vote of the City Council of the City of
West University Place this the 2e day of September, 2011.
SIGNED:
x-I'V t V
Bob Fry, Mayor
RECOMMENDED BY:
APPROVED AS TO FORM:
Ian Petrov, City Attorney
J P. Morgan
EXHIBIT "A"
Client Account Opening Package
J.P. Morgan Worldwide Securities Services
J P. Morgai
Table of Contents
1. Overview 2
2. Information/ Documentation Requirements ......................................................2
3. Required Documentation and Samples/ Templates ..............................................6
Page 1 of 39
J P. Morgar
1.0 Overview
Introduction
At J.P. Morgan, it is our goal to provide you with the best products and services available, including state of
the art technology. As a result, we will be moving you account to latest version of our Core Domestic Custody
platform. As a result, you are required to complete the following documentation and your Safekeeping
account number will be changing. We welcome the opportunity and thank you for choosing to do business
with us.
Purpose
The purpose of this document is to serve as a new account opening guide for custody/ custody related
accounts which are transitioning to the Core Domestic Custody platform. This document covers the required
information/ documentation required from the client in order to transition accounts to the new platform and
to provide clients with references to the J.P. Morgan policies and procedures.
2.0 Information / Documentation Requirements
Please note the following required documentation. The required documents or samples/ templates of the
documents are provided for your convenience. Please return all of the completed documents to:
J.P. Morgan Chase Bank, N.A.
Attn: Safekeeping 01-11 -0634
1111 Polaris Parkway, Suite 3J
Columbus, OH 43240
List ojRequired Documentation
The following documentation must be supplied by the client to J.P. Morgan in order to open your new
account(s). J.P. Morgan may periodically request updated information or additional documentation as
necessary.
Please note that J.P. Morgan's position is no negotiation of contract. Any documents returned with markings
will not be accepted.
• Domestic Custody Agreement. The Domestic Custody Agreement sets forth our mutual
understanding of each party's responsibilities and provides guidelines on how your account will be
administered.
• Board Resolution. An official document representing an action on the part of the Board of Directors
of a corporation.
• Secretary's Certificate. Certifies that the individual(s) who wilt be executing the agreement(s) and
related documentation on behalf of the client has/have been authorized to do so.
• Persons Authorized to Give Instructions. A complete list of individuals authorized to give
instructions and/ or authenticate instructions for your account.
• Security Administrator Designation Form. This form is used to designate one or more security
administrators for accessing your account online.
Page 2 of 39
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• Views Portfolio Reporting Access Request. A complete list of individuals authorized to access
account information online.
• Transaction Initiation Access Request. A complete list of individuals authorized to submit
transaction instructions online.
• Corporate Actions Instruction Access Request. A complete list of individuals authorized to submit
corporate actions instructions online.
• Inquiry Manager Access Request. A complete list of individuals authorized to view information
related to Client Service inquiries online.
• IRS Form W-9. In order to comply with the USA PATRIOT Act of 2001 and federal regulations, you are
required to furnish us with certain identifying information. For this purpose, we request that you
complete and return the enclosed IRS Form W-9.
• Formation or Organizational Documents. These are the formation or organizational documents
needed to satisfy the Know Your Customer requirement. Examples include certificate of formation,
certificate of incorporation, certificate of partnership, banking licenses, banking charters, etc.
List ofRegalred Contact Information
Please provide a primary, alternate and point of escalation contact for the list below. For each contact,
please include the name, department, email address, mailing address, telephone number and fax number.
• Daily Contact: Please provide us with contact information for those that we will be liaising with daily
or as required.
• Recipient Information/ Corporate Actions Contact
• Proxy Information: If your firm uses a proxy vendor, your firm will be held responsible for the set-up
of proxy ballots with that proxy vendor. For paper ballots, please provide us with the name of the
company, mailing address, phone, fax and email address. For electronic ballots, please provide us
with your firm's electronic ID address. J.P. Morgan needs this for our internal purposes.
Page 3 of 39
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3.0 Required Documentation and Samples/ Templates
For your convenience, the following forms and templates are enclosed, to be completed and returned:
Domestic Custody Agreement Mandatory
Signature Required, page 25
0 Board Resolution Mandatory
Secretary's certificate Mandatory
Mandatory
Persons Authorized to Give Instructions Template
Must be on company letterhead
-
-
*Hint: Photo copy the form onto company letterhead
~ - - -
Required for online account access including all
❑ ! Security Administrator Designation Form
items listed below
Signature Required
n Views Portfolio Reporting Access and Online Inquiry
Must be on company letterhead
Manager Access Request Template
*Hint: Photo copy the form onto company letterhead
E Corporate Actions Instruction Access Request
Must be on company letterhead
Template
*Hint: Photo copy the form onto company letterhead
1 Transaction Initiation Access Request Template
m Must be on company letterhead
"Hint: Photo copy the form onto comoanv letterhead
❑ I IRS Form W-9 , Mandatory
Formation or Organizational Documents Mandatory
6
26
27.
33
34
35
36
38
See Form
W-9
To be
provided
by Client
Page 4 of 39
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Please complete the following information. This information populates required document fields throughout
the entire package.
City of West University Place, Texas
Customer Name (exact legal name as it appears on your Articles of Corporation or the like)
74-6001167
Tax ID (format: 12-3456789)
3800 University Blvd
Street Address (must be a physical street address)
West University Place, Texas 77005
City, State Zip Code
Page 5 of 39
Form Domestic Custody Agreement (NY Law) July 2010
J P. Morgan
J P. Morgan
TABLE OF CONTENTS
Domestic Custody Agreement 9
1. INTENTION OF THE PARTIES; DEFINITIONS
9
.
1.1
Intention of the Parties
9
1.2
Definitions; Interpretation
9
2. What J.P. Morgan is Required to Do
11
2.1
Set Up Accounts
11
2.2
Cash Account
12
2.3
Segregation of Assets; Nominee Name
12
2.4
Settlement of Transactions
12
2.5
[Reserved.)
13
2.6
Actual Settlement Date Accounting
13
2.7
Income Collection
13
2.8
Miscellaneous Administrative Duties
13
2.9
Corporate Actions
14
2.10
Class Action Litigation
14
2.11
Proxies
14
2.12
Statements of Account
15
2.13
Access to J.P. Morgan's Records
15
2.14
[Reserved.]
15
2.15
Notification
15
3. Instructions
15
3.1
Acting on Instructions; Method of Instruction and Unclear Instructions
15
3.2
Verification and Security Procedures
16
3.3
Instructions Contrary to Law/Market Practice
16
3.4
Cut-Off Times
16
3.5
Electronic Access
16
4. Fees, Expenses and Other Amounts Owing to J. P. Morgan ........................16
4.1 Fees and Expenses 16
4.2 Overdrafts 17
4.3 J.P. Morgan's Right Over Securities; Set-off 17
5. Securities Depositories ....................................................................18
5.1 Use of Securities Depositories 18
6. Additional Provisions ......................................................................18
6.1 Representations of the Customer and J.P. Morgan 18
6.2 The Customer is Liable to J.P. Morgan Even if it is Acting for Another Person 19
7. When J.P. Morgan is Liable to the Customer .........................................19
Form Domestic Custody Agreement (NY Law) July 2010 Page 7 of 39
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7.1
Standard of Care; Liability
19
7.2
Force Majeure
19
7.3
J.P. Morgan May Consult With Counsel
20
7.4
J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a Result
20
7.5
Assets Held Outside J.P. Morgan's Control
20
7.6
Ancillary Services
20
8. Taxation 21
8.1 Tax Obligations 21
9. Termination ..................................................................................21
9.1 Term and Termination 21
9.2 Exit Procedure 22
10. Miscellaneous 77
10.1
Notifications
22
10.2
Successors and Assigns
22
10.3
Entire Agreement
23
10.4
Insurance
23
10.5
Security Holding Disclosure
23
10.6
USA PATRIOT Act Disclosure
23
10.7
Governing Law and Jurisdiction
23
10.8
Severability; Waiver; and Survival
24
10.9
Confidentiality
24
10.10
Counterparts
24
10.11
No Third Party Beneficiaries
25
SCHEDUL
E 1 Form of Board Resolution
26
ANNEX A
Electronic Access
27
Form Domestic Custody Agreement (NY Law) July 2010 Page 8 of 39
J P. Morgan
Domestic Custody Agreement
This Agreement, dated , 20_, is between JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION ("J.P. Morgan"), with a place of business at 1111 Polaris Parkway, Suite 3.1, Columbus,
OH 43240; and [City of West University Place, Texas j (the "Customer")
with a place of business at [3800 University Blvd West University Place Texas 77005].
1. INTENTION OF THE PARTIES; DEFINITIONS
1.1 Intention of the Parties
(a) This Agreement sets out the terms on which J.P. Morgan will be providing custodial,
settlement and other associated services to the Customer. J.P. Morgan will be responsible
for the performance of only those duties set forth in this Agreement.
(b) The Customer acknowledges that J.P. Morgan is not providing any legal, tax or investment
advice in providing the services under this Agreement.
(c) It is the intention of the parties that the services offered by J.P. Morgan under this
Agreement with respect to the custody of Securities and related settlement services will be
limited to Securities that are issued in the United States ("U.S. by an issuer that is
organized under the laws of the U.S. or any state thereof, or that are both traded in the
U.S. and eligible for deposit in a U.S. Securities Depository.
(d) The terms and conditions of this Agreement are applicable only to the services which are
specified in this Agreement. Other services are subject to separate terms and conditions,
which J.P. Morgan will make available to the Customer upon request.
1.2 Definitions; Interpretation
(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.
"Affiliate" means an entity controlling, controlled by, or under common control with, J.P.
Morgan or the Customer as the case may be.
"Applicable Law" means 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
the Customer in the form as provided by J.P. Morgan (or by written notice in the form as
provided by J.P. Morgan from any agent designated by the Customer, including, without
limitation, an investment manager) to act on behalf of the Customer under this Agreement and
any person who has been given an access code by a security administrator appointed by the
Customer which allows the provision of Instructions. Such persons will continue to be
Authorized Persons until such time as J.P. Morgan receives and has had reasonable time to act
upon Instructions from the Customer (or its agent) that any such person is no longer an
Authorized Person.
"Cash Account" has the meaning set forth in Section 2.1(a)(ii).
Form Domestic Custody Agreement (NY Law) July 2010 Page 9 of 39
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"Confidential Information" means and includes all non-public information concerning the
Customer or the Accounts which J.P. Morgan 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 J.P. Morgan's breach of the terms
of this Agreement or information which J.P. Morgan obtains on a non-confidential basis from a
person who is not known to be subject to any obligation of confidence 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 requires discretionary action by the beneficial owner of the Security, but
does not include rights with respect to class action litigation or proxy voting.
"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.
"Instruction" means an instruction that has been verified in accordance with a Security
Procedure or, if no Security Procedure is applicable, which J.P. Morgan believes in good faith
to have been given by an Authorized Person.
"J.P. Morgan Indemnitees" means J.P. Morgan, its Affiliates its nominees, directors,
officers, employees and agents.
"Liabilities" means any liabilities, losses, claims, costs, damages, penalties, fines,
obligations, taxes (other than taxes based solely on J.P. Morgan's income),or expenses of any
kind whatsoever (including, without limitation, reasonable attorneys', accountants',
consultants' or experts' fees and disbursements).
"Securities" means shares, stocks, debentures, bonds, notes or other like obligations,
whether issued in certificated or uncertificated form, and any certificates, receipts, warrants
or other instruments representing rights to receive, purchase or subscribe for the same that are
commonly traded or dealt in on securities exchanges or financial markets or 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 J.P. Morgan for the Securities Account.
"Securities Account" means each Securities custody account on J. P. Morgan's records to
which Financial Assets are or may be credited under this Agreement.
"Securities Depository" means any securities depository, dematerialized book entry system
or similar system for the central handling of Securities.
"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 J.P. Morgan, 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 procedure to be followed by the Customer upon the
issuance of an Instruction and/or by J.P. Morgan upon the receipt of an Instruction, so as to enable
J.P. Morgan to 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
Form Domestic Custody Agmcmcnt (NY Law) July 2010 Page 10 of 39
J P. Morgan
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 or telephone
call backs, and may be updated by J.P. Morgan from time to time upon notice to the Customer.
The Customer acknowledges that the Security Procedure is 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 the 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.
(b) Headings are for reference and convenience only and are not intended to affect interpretation.
(c) References to Articles and Sections are to Articles and Sections of this Agreement and
references to sub-sections and paragraphs are to subsections of the Sections and paragraphs
of the sub-sections in which they appear.
(d) Unless the context requires otherwise, references in this Agreement to "persons" shall include
legal as well as natural entities; references importing the singular shall include the plural (and
vice versa); use of the generic masculine pronoun shall include the feminine; use of the term
"including" shall be deemed to mean "including but not limited to," and references to
appendices and numbered sections shall be to such addenda and provisions herein; all such
addenda are hereby incorporated in this Agreement by reference.
2. What J.P. Morgan is Required to Do
2.1 Set Up Accounts
(a) J.P. Morgan will establish and maintain the following accounts ("Accounts"):
(i) one or more Securities Accounts in the name of the Customer (or in another name
requested by the Customer that is acceptable to J.P. Morgan) for Financial Assets,
which may be held by J.P. Morgan or a Securities Depository for J.P. Morgan on behalf
of the Customer, including as an Entitlement Holder; and
(ii) one or more accounts in the name of the Customer (or in another name requested by
the Customer that is acceptable to J.P. Morgan) ("Cash Account") for any and all cash
received by or on behalf of J.P. Morgan for the account of the Customer.
(b) At the request of the Customer, additional Accounts may be opened in the future, and such
additional Accounts shall be subject to the terms of this Agreement.
(c) In the event that the Customer requests the opening of any additional Account for the
purpose of holding collateral pledged by the Customer to a securities exchange, clearing
corporation, or other central counterparty (a "Counterparty") to secure trading activity by
the 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 J.P. Morgan and the Counterparty in addition to the terms
of this Agreement.
(d) J.P. Morgan's obligation to open Accounts pursuant to Section 2.1(a) is conditional upon J.P.
Morgan receiving such of the following documents as J.P. Morgan may require:
(i) a certified copy of the Customer's constitutional documents as currently in
force;
(ii) evidence reasonably satisfactory to J.P. Morgan of the due authorization and
execution of this Agreement by the Customer (for example by a certified
Form Domestic Custody Agmcmcnt (NY Law) July 2010 Page 11 of 39
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copy of a resolution of the Customer's board of directors or equivalent
governing body, substantially in the form set out in Schedule 1);
(iii) J.P. Morgan's standard form fund manager mandate completed by the fund
manager designated by the Customer; and
(iv) in the case of any Account opened in a name not that of the Customer,
documentation with respect to that name similar to that set forth in sub-
sections (i) - (iii).
(e) J.P. Morgan reserves the right to reverse any transactions that were credited to the Accounts
due to mis-postings and other similar causes.
2.2 Cash Account
(a) Any amount standing to the credit of the Cash Account is a debt due from J.P. Morgan to
Customer as banker. Except as otherwise provided in Instructions acceptable to J.P.
Morgan, 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 J.P. Morgan.
(b) Any amounts credited by J.P. Morgan to the Cash Account on the basis of a notice or an
interim credit from a third party, may be reversed if J.P. Morgan does not receive final
payment in a timely manner. J.P. Morgan will notify the Customer promptly of any such
reversal.
(c) (d) With J.P. Morgan's consent, the Customer may use as the Cash Account a separate
demand deposit account established by the Customer at J.P. Morgan which is electronically
linked to the Securities Account.
2.3 Segregation of Assets; Nominee Name
(a) J.P. Morgan will identify in its books that Financial Assets credited to the Customer's
Securities Account belong to the Customer (except as otherwise may be agreed by J.P.
Morgan and the Customer).
(b) J.P. Morgan 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 J.P. Morgan in bearer form;
(ii) to hold Securities in or deposit Securities with any Securities Depository;
(iii) to hold Securities in omnibus accounts on a fungible basis and to accept delivery of
Securities of the same class and denomination as those deposited with J.P. Morgan;
and
(iv) to register in the name of the Customer, J.P. Morgan, a Securities Depository, or their
respective nominees, such Financial Assets as are customarily held in registered form.
2.4 Settlement of Transactions
Subject to Article 3 and Section 4.2 of this Agreement, J.P. Morgan will act in accordance with
Instructions with respect to settlement of transactions. Settlement will be conducted in
accordance with prevailing standards of the market in which the transaction occurs. Without
limiting the generality of the foregoing, the Customer authorizes J.P. Morgan to deliver
Securities or payment in accordance with applicable market practice in advance of receipt or
settlement of consideration expected in connection with such delivery or payment, and the
Customer acknowledges and agrees that such action alone will not of itself constitute
Form Domestic Custody Agreement (NY Low) July 2010 Page 12 of 39
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negligence, fraud, or willful misconduct of J.P. Morgan, and the risk of loss arising from any
such action will be borne by the Customer. In the case of the failure of the Customer's
counterparty (or other appropriate party) to deliver the expected consideration as agreed, J.P.
Morgan will contact the counterparty to seek settlement and will notify the Customer of such
failure. If the Customer's counterparty continues to fail to deliver the expected consideration,
J.P. Morgan will provide information reasonably requested by the Customer that J.P. Morgan
has in its possession to allow the Customer to enforce rights that the Customer has against the
Customer's counterparty, but J.P. Morgan will not be obliged to institute legal proceedings, file
a proof of claim in any insolvency proceeding or take any similar action.
2.5 [Reserved.]
2.6 Actual Settlement Date Accounting
J.P. Morgan will post the transaction on the date on which the cash or Financial Assets received
as consideration for the transaction is actually received and settled by J.P. Morgan.
2.7 Income Collection
(a) J.P. Morgan will monitor information publicly available in the applicable market about
forthcoming income payments on the Financial Assets, and will promptly notify the
Customer of such information.
(b) Income on Financial Assets, net of any taxes withheld by J.P. Morgan or any third party,
will be credited only after actual receipt and reconciliation by J.P. Morgan.
(c) J.P. Morgan will use reasonable efforts to contact appropriate parties to collect unpaid
interest, dividends or redemption proceeds and notify the Customer of the late payment,
but J. P. Morgan will not 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 Miscellaneous Administrative Duties
(a) Until J.P. Morgan receives Instructions to the contrary, J.P. Morgan will:
(i) present all Financial Assets for which J.P. Morgan 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;
(ii) execute in the name of the Customer such certificates as may be required to obtain
payment in respect of Financial Assets; and
(iii) exchange interim or temporary documents of title held in the Securities Account for
definitive documents of title.
(b) In the event that, as a result of holding of Financial Assets in an omnibus account, the
Customer receives fractional interests in Financial Assets arising out of a Corporate Action
or class action litigation, J.P. Morgan wilt credit the Customer with the amount of cash it
would have received had the Financial Assets not been held in an omnibus account, and the
Customer shall relinquish to J.P. Morgan its interest in such fractional interests.
(c) If some, but not all, of an outstanding class of Financial Assets is called for redemption, J.P.
Morgan may allot the amount redeemed among the respective beneficial holders of such a
class of Financial Assets on a pro rata basis or in a similar manner J.P. Morgan deems fair
and equitable.
Form Domestic Custody Agreement (NY Law) July 2010 Page 13 of 39
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2.9 Corporate Actions
(a) J.P. Morgan will act in accordance with local market practice to obtain information
concerning Corporate Actions that is publicly available in the local market. J.P. Morgan
also will review information obtained from sources to which it subscribes for information
concerning such Corporate Actions. J.P. Morgan will promptly provide that information (or
summaries that reflect the material points concerning the applicable Corporate Action) to
the Customer or its Authorized Person.
(b) J.P. Morgan will act in accordance with the Customer's Instructions in relation to such
Corporate Actions. If the Customer fails to provide J.P. Morgan with timely Instructions
with respect to any Corporate Action, neither J.P. Morgan nor its nominees will take any
action in relation to that Corporate Action, except as otherwise agreed in writing by J.P.
Morgan and the Customer or as may be set forth by J.P. Morgan as a default action in the
notification it provides under Section 2.9(a) with respect to that Corporate Action.
2.10 Class Action Litigation
Any notices received by J.P. Morgan's corporate actions department about settled securities
class action litigation that requires action by affected owners of the underlying Financial Assets
will be promptly notified to the Customer if J.P. Morgan, using reasonable care and diligence in
the circumstances, identifies that the Customer was a shareholder and held the relevant
Financial Assets in custody with J.P. Morgan at the relevant time. J.P. Morgan will not make
filings in the name of the Customer in respect to such notifications except as otherwise agreed
in writing between the Customer and J.P. Morgan. The services set forth in this Section 2.10
are available only in certain markets, details of which are available from J.P. Morgan on
request.
2.11 Proxies
(a) J.P. Morgan will monitor information distributed to holders of Financial Assets about
upcoming shareholder meetings, promptly notify the Customer of such information and,
subject to Section 2.11(c), act in accordance with the Customer's Instructions in relation to
such meetings (the "Proxy Voting Service").
(b) The Proxy Voting Service is available only in certain markets, details of which are available
from J.P. Morgan on request. Provision of the Proxy Voting Service is conditional upon
receipt by J.P. Morgan of a duly completed enrolment form as well as additional
documentation that may be required for certain markets.
(c) The Proxy Voting Service does not include physical attendance at shareholder meetings.
Requests for physical attendance at shareholder meetings can be made but they will be
evaluated and agreed to by J.P. Morgan on a case by case basis.
(d) The Customer acknowledges that the provision of the Proxy Voting Service may be
precluded or restricted under a variety of circumstances. These circumstances include,
but are not limited to:
(i) the Financial Assets being on loan or out for registration;
(ii) the pendency of conversion or another corporate action;
(iii) the Financial Assets being held in a margin or collateral account at J.P. Morgan or
another bank or broker, or otherwise in a manner which affects voting;
(iv) local market regulations or practices, or restrictions by the issuer; and
Form Domcstic Custody Agmcment (NY Lew) July 2010 Page 14 of 39
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(v) J.P. Morgan being required to vote all shares held for a particular issue for all of J.P.
Morgan'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, J.P. Morgan will
notify the Customer.
2.12 Statements of Account
(a) J.P. Morgan will provide the Customer with a statement of account for each Account,
identifying cash and Financial Assets held in the Account and any transfers to and from the
Account. Statements of account may be delivered electronically or on-line over the
Internet and are deemed delivered when sent electronically or posted on the Internet. The
Customer will review its statement of account and give J.P. Morgan written notice of (i)
any suspected error or omission or (ii) non-receipt of a statement of account within a
reasonable time after the statement of accounts is sent or made available to the Customer,
as the case may be.
(b) The Customer acknowledges that information available to it electronically with respect to
transactions posted after the close of the prior business day may not be accurate due to
mis-postings, delays in updating Account records, and other causes. J.P. Morgan will not
be liable for any loss or damage arising out of any such information accessed electronically
that is subsequently updated or corrected by the close of business on the first business day
after the original transaction was posted.
2.13 Access to J.P. Morgan's Records
(a) J.P. Morgan will allow the Customer's auditors and independent public accountants such
reasonable access to the records of J.P. Morgan relating to the Accounts as is required in
connection with their examination of books and records pertaining to the Customer's affairs.
(b) J.P. Morgan will, upon reasonable written notice, allow the Customer reasonable access
during normal working hours to the records of J.P. Morgan relating to the Accounts. J.P.
Morgan may impose reasonable restrictions on the number of individuals allowed access,
the frequency and length of such access, and the scope of the records made available. The
Customer shall reimburse J.P. Morgan for the reasonable cost of copying, collating and
researching archived information.
2.14 [Reserved.]
2.15 Notification
If the Customer has agreed to access information concerning the Accounts through J.P.
Morgan's website, J.P. Morgan may make any notifications required under this Agreement by
posting it on the website.
3. Instructions
3.1 Acting on Instructions; Method of Instruction and Unclear Instructions
(a) The Customer authorizes J.P. Morgan to accept, rely upon and/or act upon any Instructions
received by it without inquiry. The Customer will indemnify the J.P. Morgan Indemnitees
against, and hold each of them harmless from, any Liabilities that may be imposed on,
Form Domestic Custody Agreement (NY Law) July 2010 Page 15 of 39
J P. Morgan
incurred by, or asserted against the J.P. Morgan Indemnitees as a result of any action or
omission taken in accordance with any Instruction.
(b) To the extent possible, instructions to J.P. Morgan shall be sent via electronic instruction
or trade information system acceptable to J.P. Morgan or via facsimile transmission.
Where reasonably practicable, the Customer will use automated and electronic methods of
sending Instructions.
(c) J.P. Morgan shall promptly notify an Authorized Person if J.P. Morgan determines that an
Instruction does not contain all information reasonably necessary for J.P. Morgan to carry
out the Instruction. J.P. Morgan may decline to act upon an Instruction if it does not
receive clarification or confirmation satisfactory to it. J.P. Morgan will not be liable for
any loss arising from any reasonable delay in carrying out any such Instruction while it
seeks information, clarification or confirmation or in declining to act upon any Instruction
for which it does not receive clarification satisfactory to it.
3.2 Verification and Security Procedures
(a) J. P. Morgan and the 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 telephone communications.
3.3 Instructions Contrary to Law/Market Practice
J.P. Morgan need not act upon Instructions which it reasonably believes to be contrary to law,
regulation or market practice, and J.P. Morgan shall be under no duty to investigate whether
any Instructions comply with Applicable Law or market practice. In the event J. P. Morgan does
not act upon such Instructions, J.P. Morgan wilt notify the Customer where reasonably
practicable.
3.4 Cut-Off Times
J.P. Morgan has established cut-off times for receipt of Instructions, which will be made
available to the Customer. If J.P. Morgan receives an Instruction after its established cut-off
time, J.P. Morgan will attempt to act upon the Instruction on the day requested if J.P. Morgan
deems it practicable to do so or otherwise as soon as practicable after that day.
3.5 Electronic Access
Access by the Customer to certain applications or products of J.P. Morgan via J.P. Morgan's
web site or otherwise shall be governed by this Agreement and the terms and conditions set
forth in Annex A.
4. Fees, Expenses and Other Amounts Owing to J.P. Morgan
4.1 Fees and Expenses
The Customer will pay J.P. Morgan for its services under this Agreement such fees as may be
agreed upon in writing from time to time, together with J.P. Morgan's reasonable out-of-pocket
or incidental expenses, including, but not limited to, legal fees and tax or related fees
incidental to processing charged directly or indirectly by governmental authorities, issuers, or
Form Domestic Custody Agreement (NY Law) July 2010 Page 16 of 39
J P. Morgan
their agents. Invoices will be payable within thirty (30) days of the date of the invoice. If the
Customer disputes an invoice it shall nevertheless pay on or before the date that payment is
due such portion of the invoice that is not subject to a bona fide dispute. J.P. Morgan may
deduct amounts invoiced from the Cash Account except to the extent that the Customer has
objected to the invoice within thirty (30) days of the date of the invoice (or such other period
as the parties may agree in writing). Without prejudice to J.P. Morgan's other rights, J.P.
Morgan reserves the right to charge interest on overdue amounts from the due date until actual
payment at such rate as J.P. Morgan customarily charges for similar overdue amounts.
4.2 Overdrafts
If a debit to the Cash Account results in a debit balance, then J.P. Morgan may, in its discretion,
(i) advance an amount equal to the overdraft, (ii) 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 J.P. Morgan elects to make such an advance,
the advance will be deemed a loan to the Customer, payable on demand, bearing interest at
the applicable rate charged by J.P. Morgan from time to time, for such overdrafts, from the
date of such advance to the date of payment (including after the date any judgment may be
entered against the Customer with respect to any overdraft) and otherwise on the terms on
which J.P. Morgan makes similar overdrafts available from time to time. No prior action or
course of dealing on J.P. Morgan's part with respect to the settlement of transactions on the
Customer's behalf will be asserted by the Customer against J.P. Morgan for J.P. Morgan's
refusal to make advances to the Cash Account or to settle any transaction for which the
Customer does not have sufficient available funds in the Account. The Customer shall be
deemed to be in default with respect to any such advance upon the occurrence of any event of
the type specified in section 365(e)(1) of the U.S. Bankruptcy Code, as amended from time to
time.
4.3 J.P. Morgan's Right Over Securities; Set-off
(a) Without prejudice to J.P. Morgan's rights under Applicable Law, J.P. Morgan and its
Affiliates shall have, and the Customer grants to J.P. Morgan a security interest in and a
lien on the Financial Assets held in the Securities Account as security for any and all
Liabilities outstanding from time to time (whether actual or contingent) of the Customer to
J.P. Morgan or any of its Affiliates, and J.P. Morgan shall be entitled without notice to the
Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of
such Financial Assets and to apply the proceeds and any other monies credited to the Cash
Account in satisfaction of such Liabilities.
(b) Without prejudice to J.P. Morgan's rights under Applicable Law, J.P. Morgan may set off
against any Liabilities of the Customer to J.P. Morgan or any of its Affiliates any amount in
any currency standing to the credit of any of the Customer's accounts (whether deposit or
otherwise) with any J.P. Morgan branch or office or with any Affiliate of J.P. Morgan. For
this purpose, J.P. Morgan shalt be entitled to accelerate the maturity of any fixed term
deposits.
Form Domestic Custody Agreement (NY Law) July 2010 Page 17 of 39
J P. Morgan
Securities Depositories
5.1 Use of Securities Depositories
(a) J.P. Morgan may deposit Securities with, and hold Securities in any Securities Depository on
such terms as such Securities Depository customarily operates and the Customer will
provide J.P. Morgan with such documentation or acknowledgements that J.P. Morgan may
require to hold the Financial Assets in such Securities Depository.
(b) J.P. Morgan is not responsible for the selection or monitoring of any Securities Depository
and will not be liable for any act or omission by (or the insolvency of) any Securities
Depository. In the event the Customer incurs a loss due to the negligence, willful
misconduct, or insolvency of a Securities Depository, J.P. Morgan will make reasonable
efforts, in its discretion, to seek recovery from the Securities Depository, but J.P. Morgan
will not be obligated to institute legal proceedings, file proof of claim in any insolvency
proceeding, or take any similar action.
6. Additional Provisions
6.1 Representations of the Customer and J.P. Morgan
(a) The Customer represents, warrants and covenants 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 J.P. Morgan as its custodian in accordance
with the terms of this Agreement, to borrow money (either short term or intraday
borrowings in order to settle transactions prior to receipt of covering funds), and grant a
lien over Financial Assets as contemplated by Section 4.3; (ii) assuming execution and
delivery of this Agreement by J.P. Morgan, this Agreement is the Customer's legal, valid
and binding obligation, enforceable against the Customer 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 J.P. Morgan or any person on its behalf, and acknowledges that
this Agreement sets out to the fullest extent the duties of J.P. Morgan; (iv) it is a resident
of the United States and shall notify J.P. Morgan of any changes in residency; and (v) 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 subsist any encumbrance or security interest
over such Financial Assets or cash.
J.P. Morgan may rely upon the certification of such other facts as may be required to
administer J.P. Morgan's obligations under this Agreement and the Customer shall
indemnify J.P. Morgan against all losses, liability, claims or demands arising directly or
indirectly from any such certifications.
(b) J.P. Morgan represents and warrants that (i) assuming execution and delivery of this
Agreement by the Customer, this Agreement is J.P. Morgan's legal, valid and binding
obligation, enforceable against J.P. Morgan 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.
Form Domestic Custody Agreement (NY Law) July 2010 Page 18 of 39
J P. Morgan
6.2 The Customer is Liable to J.P. Morgan Even if it is Acting for Another Person
If the Customer is acting as an agent or for another person as envisaged in Section 2.1(a) in
respect of any transaction, cash or Financial Asset, J.P. Morgan nevertheless will treat the
Customer as its principal for all purposes under this Agreement. In this regard, the Customer
will be liable to J.P. Morgan as a principal in respect of any transactions relating to the
Account. The foregoing will not affect any rights J.P. Morgan might have against the
Customer's principal or the other person envisaged by Section 2.1(a).
7. When J.P. Morgan is Liable to the Customer
7.1 Standard of Care; Liability
(a) J.P. Morgan will use reasonable care in performing its obligations under this Agreement.
J.P. Morgan will not be in violation of this Agreement with respect to any matter as to
which it has satisfied its obligation of reasonable care.
(b) J.P. Morgan will be liable for the Customer's direct damages to the extent they result from
J.P. Morgan's fraud, negligence or willful misconduct in performing its duties as set out in
this Agreement. Nevertheless, under no circumstances will J.P. Morgan 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, J.P. Morgan's performance under this Agreement, or J.P. Morgan's role as
custodian.
(c) The Customer will indemnify the J.P. Morgan Indemnitees against, and hold them harmless
from, any Liabilities that may be imposed on, incurred by or asserted against any of the J.P.
Morgan Indemnitees in connection with or arising out of (i) J.P. Morgan's performance
under this Agreement, provided the J.P. Morgan Indemnitees have not acted with
negligence or engaged in fraud or willful misconduct in connection with the Liabilities in
question or (ii) any J.P. Morgan Indemnitees' status as a holder of record of the Customer's
Financial Assets.
(d) Without limiting Subsections 7.1(a), (b) or (c), the Customer agrees that J.P. Morgan
provides no service in relation to, and therefore has no duty or responsibility to:
(i) question Instructions or make any suggestions to the 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 the 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; and
(iv) evaluate or report to the Customer or an Authorized Person regarding the financial
condition of any broker, agent or other party to which J.P. Morgan is instructed to
deliver Financial Assets or cash.
7.2 Force Majeure
J.P. Morgan will maintain and update from time to time business continuation and disaster
recovery procedures with respect to its custody business that it determines from time to time
Form Domcstic Custody Agrccmcnt (NY Law) July 2010 Page 19 of 39
J P. Morgan
meet reasonable commercial standards. J.P. Morgan will have no liability, however, for any
damage, loss, expense or liability of any nature that the 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 (other than on the part of J.P. Morgan or its employees),
malfunction of equipment or software (except where such malfunction is primarily and directly
attributable to J.P. Morgan'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 other cause beyond the reasonable
control of J.P. Morgan (including, without limitation, the non-availability of appropriate foreign
exchange).
7.3 J.P. Morgan May Consult With Counsel
J.P. Morgan will be entitled to rely on, and may act upon the advice of professional advisors in
relation to matters of law, regulation or market practice (which may be the professional
advisors of the Customer), and will not be liable to the Customer under this Agreement for any
action taken or omitted pursuant to such advice.
7.4 J.P. Morgan Provides Diverse Financial Services and May Generate Profits as a
Result
The Customer hereby authorizes J.P. Morgan to act under this Agreement notwithstanding that:
(a) J.P. Morgan or any of its divisions, branches or Affiliates may have a material interest in
transactions entered into by the Customer with respect to the Account or that circumstances
are such that J. P. Morgan may have a potential conflict of duty or interest, including the fact
that J.P. Morgan 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 the activities listed herein and (b) J.P. Morgan or any of its divisions, branches or Affiliates
may be in possession of information tending to show that the Instructions received may not be
in the best interests of the Customer. J.P. Morgan is not under any duty to disclose any such
information.
7.5 Assets Held Outside J.P. Morgan's Control
J.P. Morgan will not be obliged to (a) hold Financial Assets or cash with any person not agreed
to by J.P. Morgan or (b) register or record Financial Assets in the name of any person not
agreed to by J.P. Morgan. Furthermore, J.P. Morgan will not be obliged to register or record
on J.P. Morgan's records Financial Assets held outside J.P. Morgan's control.
7.6 Ancillary Services
J.P. Morgan may use third party delivery services and providers of information regarding
matters such as pricing, proxy voting, corporate actions and class action litigation and use local
agents to provide extraordinary services such as attendance at annual meetings of issuers of
Securities. Although J.P. Morgan wilt use reasonable care in the selection and retention of
such third party providers and local agents, it will not be responsible for any errors or omissions
made by them in providing the relevant information or services.
Form Domestic Custody Agreement (NY Law) July 2010 Page 20 of 39
J P. Morgan
8. Taxation
8.1 Tax Obligations
(a) The Customer will pay or reimburse J.P. Morgan, and confirms that J.P. Morgan 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
the Customer's Accounts.
(b) The Customer will provide to J.P. Morgan such certifications, declarations, 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. The Customer undertakes to notify J. P. Morgan
immediately if any information requires updating or correcting. J.P. Morgan provides no
service of controlling or monitoring, and therefore has no duty in respect of, or liability for
any taxes, penalties, interest or additions to tax, payable or paid that result from:
(i) the inaccurate completion of documents by the Customer or any third party;
(ii) the provision to J.P. Morgan or a third party of inaccurate or misleading information
by the Customer or any third party;
(iii) the withholding of material information by the Customer or any third party; or
(iv) any delay by any revenue authority or any other cause beyond J.P. Morgan's control.
(c) If J.P. Morgan 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) The Customer will be responsible in all events for the timely payment of all taxes relating
to the Financial Assets in the Securities Account; provided, however, that J.P. Morgan will
be responsible for any penalty or additions to tax due solely as a result of J.P. Morgan'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.
9. Termination
9.1 Term and Termination
(a) The initial term of this Agreement shall be for a period of three years following the date on
which J.P. Morgan commenced providing services under the Agreement. Following the
initial term, the Customer may terminate this Agreement on sixty (60) days' written notice
to J.P. Morgan and J.P. Morgan may terminate this Agreement on one hundred and eighty
(180) days' written notice to the Customer.
(b) Notwithstanding Section 9.1(a):
(i) Either party may terminate this Agreement immediately on written notice to the
other party in the event that a material breach of this Agreement by the other party
has not been cured within thirty (30) days of that party being given written notice of
the material breach;
(ii) Either party may terminate this Agreement immediately on written notice to the
other party upon the other party being declared bankrupt, entering into a
Form Domestic Custody Agrccmcm (NY Law) July 2010 Page 21 of 39
J P. Morgan
composition with creditors, obtaining a suspension of payment, being put under court
controlled management or being the subject of a similar measure;
(iii) J. P. Morgan may terminate this Agreement on sixty (60) days' written notice to the
Customer in the event that J.P. Morgan reasonably determines that the Customer has
ceased to satisfy J. P. Morgan's customary credit requirements; and
(iv) The Customer may terminate this Agreement at any time on sixty (60) days' written
notice to J.P. Morgan upon payment of a termination fee. The termination fee will be
an amount equal to six (6) times the average monthly fees paid during the six month
period prior to the Customer's notice of termination, or since the date J.P. Morgan
commenced providing services under this Agreement if that period is less than six
months.
9.2 Exit Procedure
The Customer will provide J.P. Morgan full details of the persons to whom J.P. Morgan must
deliver Financial Assets and cash within a reasonable period before the effective time of
termination of this Agreement. If the Customer fails to provide such details in a timely manner,
J.P. Morgan shall be entitled to continue to be paid fees under this Agreement until such time
as it is able to deliver the Financial Assets and cash to a successor custodian, but J.P. Morgan
may take such steps as it reasonably determines to be necessary to protect itself following the
effective time of termination, including ceasing to provide transaction settlement services in
the event that J.P. Morgan is unwilling to assume any related credit risk. J.P. Morgan will in
any event be entitled to deduct any amounts owing to it prior to delivery of the Financial
Assets and cash (and, accordingly, J.P. Morgan will be entitled to sell Financial Assets and
apply the sale proceeds in satisfaction of amounts owing to it). The Customer will reimburse
J.P. Morgan 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 Notifications
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.
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 any of its rights or obligations under this Agreement without
the prior written consent of the other party, which consent will not be unreasonably withheld
or delayed; except J.P. Morgan may assign this Agreement without the Customer's consent to
(a) any Affiliate or subsidiary of J.P. Morgan or (b) in connection with a merger, reorganization,
stock sale or sale of all or substantially all of J.P. Morgan's custody business.
Forth Domestic Custody Agreement (NY Law) July 2010 Page 22 of 39
J P.Morgan
10.3 Entire Agreement
This Agreement, including the Schedules, Exhibits and Riders (and any separate agreement
which J.P. Morgan and the Customer may enter into with respect to any Cash Account), sets
out the entire Agreement between the parties in connection with the subject matter hereof,
and this Agreement supersedes any other agreement, statement or representation relating to
custody, whether oral or written. Amendments must be in writing and, except where this
Agreement provides for amendments by notice from J.P. Morgan, signed by both parties.
10.4 Insurance
The Customer acknowledges that J.P. Morgan will not be required to maintain any insurance
coverage specifically for the benefit of the Customer. J.P. Morgan will, however, provide
summary information regarding its own general insurance coverage to the Customer upon
written request.
10.5 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, J.P.
Morgan is instructed not to disclose the name, address or Security positions of the Customer in
response to shareholder communications requests regarding the Account.
10.6 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 J.P. Morgan to
implement reasonable procedures to verify the identity of any person that opens a new
Account with it. Accordingly, the Customer acknowledges that Section 326 of the USA PATRIOT
Act and J.P. Morgan's identity verification procedures require J.P. Morgan to obtain
information which may be used to confirm the Customer's identity, including without limitation
the Customer's name, address and organizational documents ("identifying information"). The
Customer may also be asked to provide information about its financial status, such as its
current audited and unaudited financial statements. The Customer agrees to provide J.P.
Morgan with and consents to J.P. Morgan 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 J. P. Morgan.
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, except that the foregoing shall not reduce any statutory right to choose New
York law or forum. 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 the 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 Law, any right to a trial by jury with respect to any such lawsuit or judicial
Form Domestic Custody Agreement (NY Law) July 2010 Page 23 of 39
J P. Morgan
proceeding arising or relating to this Agreement or the transactions contemplated hereby. To
the extent that in any jurisdiction the 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, the 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.
(b) Except as otherwise provided herein, no failure or delay on the part of either party in
exercising any power or right under this Agreement 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) The parties' rights, protections, and remedies under this Agreement shall survive its
termination.
10.9 Confidentiality
(a) Subject to Section 10.9(b), J.P. Morgan will hold all Confidential Information in confidence
and will not disclose any Confidential Information except as may be required by Applicable
Law, a regulator with jurisdiction over J.P. Morgan's business, or with the consent of the
Customer.
(b) The Customer authorizes J.P. Morgan to disclose Confidential Information to:
(i) any subcontractor, agent, Securities Depository, securities exchange, broker, third
party agent, proxy solicitor, issuer, or any other person that J.P. Morgan believes it is
reasonably required in connection with J.P. Morgan's provision of relevant services
under this Agreement;
(ii) its professional advisors, auditors or public accountants;
(iii) its Affiliates and branches; and
(iv) any revenue authority or any governmental entity in relation to the processing of any
tax relief claim.
(c) Except as otherwise required by Applicable Law or as needed to enforce the terms of this
Agreement, the parties shall hold the terms and conditions, including, without limitation,
any commercial terms, of this Agreement in confidence.
10.10 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.
Form Domestic Custody Agreement (NY Law) July 2010 Page 24 of 39
J P. Morgan
10.11 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.
of West University Place, Texas JPMORGAN CHASE BANK, N.A.
Name:
R()13GC1 r`
Name:
Title:
Date:
UU!!11
Title:
Date:
Form Domestic Custody Agreement (NY Law) July 2010 Page 25 of 39
J P. Morgan
SCHEDULEI
Form of Board Resolution
To: JPMorgan Chase Bank, N.A.
20...
We hereby certify that the following is a true copy of the minutes of the Board of Directors
of city of west university Place: Texas . (the "Company")
which was duty called and held on 20....... and at which a duly
qualified quorum was present throughout and entitled to vote.
1. There was produced to the meeting a form of Custody Agreement provided by
JPMorgan Chase Bank, N.A. ("J.P. Morgan") for use in connection with the opening of
one or more cash and securities accounts and the conduct of such other transactions
between the Company and J.P. Morgan as referred to therein. The form of Custody
Agreement produced had been completed by an officer of the Company, and in
particular it was noted that details of the Authorized Persons (as defined therein) and
details of persons authorized to give instructions on behalf of the Company had been
provided to J.P. Morgan. Details of any Fund Managers and Advisers had also been
provided to J.P. Morgan. The indemnities given to J.P. Morgan in the Custody
Agreement were also noted. The meeting considered the form of the Custody
Agreement.
2. IT WAS RESOLVED that the form of Custody Agreement (together with the Schedule and
Appendices), completed in the manner and form produced at the meeting, be and is
hereby approved and
that
be and he/she is hereby authorized, for and on behalf of the Company, to sign and
deliver the same together with such changes and amendments thereto as he/she may
in his/her sole discretion think fit.
Director
Secretary
City of West University Place, Texas
"Name of Company in full
Form Domestic Custody Agreement (NY Law) July 2010 Page 26 of 39