EX-99.J 6 d16526dex99j.htm CUSTODIAN SERVICES AGREEMENT Custodian Services Agreement

EXECUTION

MASTER CUSTODIAN AGREEMENT

This Agreement is made and effective as of May 12th, 2021 (this “Agreement”), between THORNBURG INCOME BUILDER OPPORTUNITIES TRUST (the “Fund”) and each other fund or management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”) as identified on Appendix A, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

WITNESSETH:

WHEREAS, each Fund desires for the Custodian to provide certain custodial services relating to securities and other assets of the Fund; and

WHEREAS, the Custodian is willing to provide the services upon the terms contained in this Agreement;

SECTION 1.    DEFINITIONS. In addition to terms defined in Section 4.1 (Rule 17f-5 and Rule 17f- 7 related definitions) or elsewhere in this Agreement, (a) terms defined in the UCC have the same meanings herein as therein and (b) the following other terms have the following meanings for purposes of this Agreement:

1940 Act” means the Investment Company Act of 1940, as amended from time to time.

Board” means, in relation to a Fund, the board of directors, trustees or other governing body of the Fund.

Client Publications” means the general client publications of State Street Bank and Trust Company available from time to time to clients and their investment managers.

Deposit Account Agreement” means the Deposit Account Agreement and Disclosure, as may be amended from time to time, issued by the Custodian and available on the Custodian’s internet customer portal, “my.statestreet.com”.

Domestic securities” means securities held within the United States.

Foreign securities” means securities held primarily outside of the United States.

Held outside of the United States” means not held within the United States.

Held within the United States” means (a) in relation to a security or other financial asset, the security or other financial asset (i) is a certificated security registered in the name of the Custodian or its sub-custodian, agent or nominee or is endorsed to the Custodian or its sub- custodian, agent or nominee or in blank and the security certificate is located within the United States, (ii) is an uncertificated security or other financial asset registered in the name of the Custodian or its sub-custodian, agent or nominee at an office located in the United States, or (iii)


has given rise to a security entitlement of which the Custodian or its sub-custodian, agent or nominee is the entitlement holder against a U.S. Securities System or another securities intermediary for which the securities intermediary’s jurisdiction is within the United States, and (b) in relation to cash, the cash is maintained in a deposit account denominated in U.S. dollars with the banking department of the Custodian or with another bank or trust company’s office located in the United States.

Investment Advisor” means, in relation to a Fund, the investment manager or investment advisor of the Fund.

On book currency” means (a) U.S. dollars or (b) a foreign currency that, when credited to a deposit account of a customer maintained in the banking department of the Custodian or an Eligible Foreign Custodian, the Custodian maintains on its books as an amount owing as a liability by the Custodian to the customer.

Fund Interests” means beneficial interests in a Fund.

Proper Instructions” means instructions in accordance with Section 9 received by the Custodian from a Fund, the Fund’s Investment Advisor, or an individual or organization duly authorized by the Fund or the Investment Advisor. The term includes standing instructions.

SEC” means the U.S. Securities and Exchange Commission.

UCC” means the Uniform Commercial Code of the Commonwealth of Massachusetts as in effect from time to time.

Underlying Portfolios” means a group of investment companies as defined in Section 12(d)(1)(G) of the 1940 Act.

Underlying Shares means shares or other securities, issued by a U.S. issuer, of Underlying Portfolios and other registered “investment companies” (as defined in Section 3(a)(1) of the 1940 Act), whether or not in the same “group of investment companies” (as defined in Section 12(d)(1)(G)(ii) of the 1940 Act).

Underlying Transfer Agent” means State Street Bank and Trust Company or such other organization which may from time to time be appointed by the Fund to act as a transfer agent for the Underlying Portfolios and with respect to which the Custodian is provided with Proper Instructions.

U.S. Securities System” means a securities depository or book-entry system authorized by the U.S. Department of the Treasury or a “clearing corporation” as defined in Section 8-102 of the UCC.

SECTION 2.    EMPLOYMENT OF CUSTODIAN.

SECTION 2.1    GENERAL. Each Fund hereby employs the Custodian as a custodian of (a) securities and cash of each of the Funds and (b) other assets of each of the Funds that the Custodian agrees to treat as financial assets. Each Fund agrees to deliver to the Custodian (i) all

 

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securities and cash of the Funds, (ii) all other assets of each Fund that the Fund desires the Custodian, and the Custodian is willing, to treat as a financial asset and (iii) all cash and other proceeds of the securities and financial assets held in custody under this Agreement. The holding of confirmation statements that identify Underlying Shares as being recorded in the Custodian’s name on behalf of the Funds will be held in custody for purposes of this Section 2.1. This Agreement does not require the Custodian to accept an asset for custody hereunder or to treat any asset that is not a security as a financial asset.

SECTION 2.2     SUB-CUSTODIANS. Upon receipt of Proper Instructions, the Custodian shall on behalf of a Fund appoint one or more banks, trust companies or other entities located in the United States and designated in the Proper Instructions to act as a sub-custodian for the purposes of effecting such transactions as may be designated by the Fund in the Proper Instructions. The Custodian may place and maintain each Fund’s foreign securities with foreign banking institution sub-custodians employed by the Custodian or foreign securities depositories, all in accordance with the applicable provisions of Sections 4 and 5. An entity acting in the capacity of Underlying Transfer Agent is not an agent or sub-custodian of the Custodian for purposes of this Agreement.

SECTION 2.3    RELATIONSHIP. With respect to securities and other financial assets, the Custodian is a securities intermediary and the Fund is the entitlement holder. With respect to cash maintained in a deposit account and denominated in an “on book” currency, the Custodian is a bank and the Fund is the bank’s customer. If cash is maintained in a deposit account with a bank other than the Custodian and the cash is denominated in an “on book” currency, the Custodian is that bank’s customer. The Custodian agrees to treat the claim to the cash as a financial asset for the benefit of the Fund. The Custodian does not otherwise agree to treat cash as financial asset. The duties of the Custodian as securities intermediary and bank set forth in the UCC are varied by the terms of this Agreement to the extent that the duties may be varied by agreement under the UCC.

SECTION 3.    ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD IN THE UNITED STATES.

SECTION 3.1    HOLDING SECURITIES. The Custodian may deposit and maintain securities or other financial assets of a Fund in a U.S. Securities System in compliance with the conditions of Rule 17f-4 under the 1940 Act. Upon receipt of Proper Instructions on behalf of a Fund, the Custodian shall establish and maintain a segregated account or accounts for and on behalf of the Fund and into which account or accounts may be transferred cash or securities and other financial assets, including securities and financial assets maintained in a U.S. Securities System. The Custodian shall hold and physically segregate for the account of each Fund all securities and other financial assets held by the Custodian in the United States, including all domestic securities of the Fund, other than (a) securities or other financial assets maintained in a U.S. Securities System and (b) Underlying Shares maintained pursuant to Section 3.6 in an account of an Underlying Transfer Agent. The Custodian may at any time or times in its discretion appoint any other bank or trust company, qualified under the 1940 Act to act as a custodian, as the Custodian’s agent to carry out such of the provisions of this Section as the Custodian may from time to time direct. The appointment of any agent shall not relieve the Custodian of any of its duties hereunder. The Custodian may at any time or times in its discretion remove the bank or trust company as the Custodian’s agent.

 

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SECTION 3.2    REGISTRATION OF SECURITIES. Domestic securities or other financial assets held by the Custodian and that are not bearer securities shall be registered in the name of the applicable Fund or in the name of any nominee of a Fund or of any nominee of the Custodian, or in the name or nominee name of any agent or any sub-custodian permitted hereby. All securities accepted by the Custodian on behalf of the Fund under the terms of this Agreement shall be in “street name” or other good delivery form. However, if a Fund directs the Custodian to maintain securities or other financial assets in “street name,” the Custodian shall utilize commercially reasonable efforts only to timely collect income due the Fund on the securities and other financial assets and to notify the Fund of relevant issuer actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

SECTION 3.3    BANK ACCOUNTS. The Custodian shall open and maintain upon the terms of the Deposit Account Agreement a separate deposit account or accounts in the United States in the name of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement. The Custodian shall credit to the deposit account or accounts, subject to the provisions hereof, all cash received by the Custodian from or for the account of the Fund, other than cash maintained by the Fund in a deposit account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by the Custodian for a Fund may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that (a) every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and (b) each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each Fund be approved by vote of a majority of the Fund’s Board. The funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

SECTION 3.4    COLLECTION OF INCOME. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall collect on a timely basis all income and other payments with respect to the securities and other financial assets and to which a Fund shall be entitled either by law or pursuant to custom in the securities business. The Custodian shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, the securities are held by the Custodian or its agent. The Custodian shall present for payment all income items requiring presentation as and when they become due and shall collect interest when due on securities and other financial assets held hereunder. The Custodian shall credit income to the Fund as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Fund in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Fund may be charged at the Custodian’s applicable rate for time credited.

SECTION 3.5    DELIVERY OUT. The Custodian shall release and deliver out domestic securities and other financial assets of a Fund held in a U.S. Securities System, or in an account at the Underlying Transfer Agent, only upon receipt of Proper Instructions on behalf of the applicable Fund, specifying the domestic securities or financial assets held in the United States

 

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to be delivered out and the person or persons to whom delivery is to be made. The Custodian shall pay out cash of a Fund upon receipt of Proper Instructions on behalf of the applicable Fund, specifying the amount of the payment and the person or persons to whom the payment is to be made.

SECTION 3.6    DEPOSIT OF FUND ASSETS WITH THE UNDERLYING TRANSFER AGENT. Underlying Shares of a Fund shall be deposited and held in an account or accounts maintained with an Underlying Transfer Agent. The Custodian’s only responsibilities with respect to the Underlying Shares shall be limited to the following:

 

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Upon receipt of a confirmation or statement from an Underlying Transfer Agent that the Underlying Transfer Agent is holding or maintaining Underlying Shares in the name of the Custodian (or a nominee of the Custodian) for the benefit of a Fund, the Custodian shall identify by book-entry that the Underlying Shares are being held by it as custodian for the benefit of the Fund.

 

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Upon receipt of Proper Instructions to purchase Underlying Shares for the account of a Fund, the Custodian shall pay out cash of the Fund as so directed to purchase the Underlying Shares and record the payment from the account of the Fund on the Custodian’s books and records.

 

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Upon receipt of Proper Instructions for the sale or redemption of Underlying Shares for the account of a Fund, the Custodian shall transfer the Underlying Shares as so directed to sell or redeem the Underlying Shares, record the transfer from the account of the Fund on the Custodian’s books and records and, upon the Custodian’s receipt of the proceeds of the sale or redemption, record the receipt of the proceeds for the account of such Fund on the Custodian’s books and records.

SECTION 3.7    PROXIES. The Custodian shall cause to be promptly executed by the registered holder of domestic securities or other financial assets held in the United States of a Fund, if the securities or other financial assets are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies, without indication of the manner in which the proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to the securities or other financial assets.

SECTION 3.8    COMMUNICATIONS. Subject to the domestic securities or other financial assets held in the United States being registered as provided in Section 3.2, the Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities and other financial assets being held for the Fund. The Custodian shall transmit promptly to the applicable Fund all written information received by the Custodian from issuers of the securities and other financial assets whose tender or exchange is sought and from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the applicable Fund all written information received by the Custodian regarding any class action or other collective litigation relating to Fund securities or other financial assets issued in the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian for the account of the Fund, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.

 

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SECTION 4.    PROVISIONS RELATING TO RULES 17F-5 AND 17F-7.

SECTION 4.1    DEFINITIONS. As used in this Agreement, the following terms have the following meanings:

Country Risk” means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country. The factors include but are not limited to risks arising from the country’s political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country); prevailing or developing custody, tax and settlement practices; nationalization, expropriation or other government actions; currency restrictions, devaluations or fluctuations; market conditions affecting the orderly execution of securities transactions or the value of assets; the regulation of the banking and securities industries, including changes in market rules; and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country.

Covered Foreign Country” means a country listed on Schedule A, which list of countries may be amended from time to time at the request of any Fund and with the agreement of the Foreign Custody Manager.

Eligible Foreign Custodian” has the meaning set forth in Section (a)(1) of Rule 17f-5.

Eligible Securities Depository” has the meaning set forth in section (b)(1) of Rule 17f-7.

Foreign Assets” means, in relation to a Fund, any of the Fund’s securities or other investments (including foreign currencies) for which the primary market is outside the United States, and any cash and cash equivalents that are reasonably necessary to effect transactions of the Fund in those investments.

Foreign Custody Manager” has the meaning set forth in section (a)(3) of Rule 17f-5.

Foreign Securities System” means an Eligible Securities Depository listed on Schedule B.

Rule 17f-5” means Rule 17f-5 promulgated under the 1940 Act.

Rule 17f-7” means Rule 17f-7 promulgated under the 1940 Act.

SECTION 4.2.    THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.

4.2.1    DELEGATION. Each Fund, by resolution adopted by its Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 4.2 with respect to Foreign Assets of the Funds held outside the United States. The Custodian hereby accepts such delegation. By giving at least 30 days’ prior written notice to the Fund, the Foreign Custody Manager may withdraw its acceptance of the delegated responsibilities generally or with respect to a Covered Foreign Country designated in the notice. Following the withdrawal, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund generally or, as the case may be, with respect to the Covered Foreign Country so designated.

 

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4.2.2    EXERCISE OF CARE AS FOREIGN CUSTODY MANAGER. The Foreign Custody Manager shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Foreign Assets would exercise in performing the delegated responsibilities.

4.2.3    FOREIGN CUSTODY ARRANGEMENTS. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities only with respect to Covered Foreign Countries. The Foreign Custody Manager shall list on Schedule A for a Covered Foreign Country each Eligible Foreign Custodian selected by the Foreign Custody Manager to maintain the Foreign Assets of the Funds with respect to the Covered Foreign Country. The list of Eligible Foreign Custodians may be amended from time to time upon notice in the sole discretion of the Foreign Custody Manager. This Agreement constitutes a Proper Instruction by a Fund, to open an account, and to place and maintain Foreign Assets, for the Fund in each applicable Covered Foreign Country. The Fund shall satisfy the account opening requirements for the Covered Foreign Country, and the delegation with respect to the Fund for the Covered Foreign Country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Fund for the Covered Foreign Country.

4.2.4    SCOPE OF DELEGATED RESPONSIBILITIES: Subject to the provisions of this Section 4.2, the Foreign Custody Manager may place and maintain Foreign Assets in the care of an Eligible Foreign Custodian selected by the Foreign Custody Manager in each applicable Covered Foreign Country. The Foreign Custody Manager shall determine that (a) the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1) and (b) the contract between the Foreign Custody Manager and the Eligible Foreign Custodian governing the foreign custody arrangements will satisfy the requirements of Rule 17f-5(c)(2). The Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with the Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund and may terminate the arrangements with respect to the Fund following and upon receipt of Proper Instructions from the Fund to do so.

4.2.5    REPORTING REQUIREMENTS. The Foreign Custody Manager shall (a) report the withdrawal of Foreign Assets from an Eligible Foreign Custodian and the placement of Foreign Assets with another Eligible Foreign Custodian by providing to the Fund’s Board an amended Schedule A at the end of the calendar quarter in which the action has occurred, and (b) after the occurrence of any other material change in the foreign custody arrangements of the Funds described in this Section 4.2, make a written report to the Board containing a notification of the change.

 

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4.2.6    REPRESENTATIONS. The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in Section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has (a) determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Funds and (b) that the Fund’s Investment Adviser, acting pursuant to a delegation from the Board, has considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets of each Fund in each Covered Foreign Country.

4.2.7    TERMINATION BY A FUND OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. By giving at least 30 days’ prior written notice to the Custodian, or such shorter time as the parties may agree (in writing), a Fund may terminate the delegation to the Custodian as the Foreign Custody Manager for the Fund. Following the termination, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund.

SECTION 4.3    MONITORING OF ELIGIBLE SECURITIES DEPOSITORIES. The Custodian shall (a) provide the Fund or its Investment Advisor with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B in accordance with Section (a)(1)(i)(A) of Rule 17f-7 and (b) monitor such risks on a continuing basis and promptly notify the Fund or its Investment Advisor of any material change in such risks, in accordance with Section (a)(1)(i)(B) of Rule 17f-7.

SECTION 5. ACTIVITIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY HELD OUTSIDE THE UNITED STATES.

SECTION 5.1.    HOLDING SECURITIES. Foreign securities and other financial assets held outside of the United States shall be maintained in a Foreign Securities System in a Covered Foreign Country through arrangements implemented by the Custodian or an Eligible Foreign Custodian, as applicable, in the Covered Foreign Country. The Custodian shall identify on its books as belonging to the Funds the foreign securities and other financial assets held by each Eligible Foreign Custodian or Foreign Securities System. The Custodian may hold foreign securities and other financial assets for all of its customers, including the Funds, with any Eligible Foreign Custodian in an account that is identified as the Custodian’s account for the benefit of its customers; provided however, that (a) the records of the Custodian with respect to foreign securities or other financial assets of a Fund maintained in the account shall identify those securities and other financial assets as belonging to the Fund and (b) to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities and other financial assets so held by the Eligible Foreign Custodian be held separately from any assets of the Eligible Foreign Custodian or of other customers of the Eligible Foreign Custodian.

SECTION 5.2.    REGISTRATION OF FOREIGN SECURITIES. Foreign securities and other financial assets held outside of the United States maintained in the custody of an Eligible Foreign Custodian and that are not bearer securities shall be registered in the name of the

 

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applicable Fund or in the name of the Custodian or in the name of any Eligible Foreign Custodian or in the name of any nominee of any of the foregoing. The Fund agrees to hold any such nominee harmless from any liability as a holder of record of the foreign securities or other financial assets, except to the extent any such liability results from the failure of the Custodian or such nominee to perform in accordance with the standard of care set forth in Section 14.1. The Custodian or an Eligible Foreign Custodian reserves the right not to accept securities or other financial assets on behalf of a Fund under the terms of this Agreement unless the form of the securities or other financial assets and the manner in which they are delivered are in accordance with local market practice.

SECTION 5.3.    INDEMNIFICATION BY ELIGIBLE FOREIGN CUSTODIANS. Each contract pursuant to which the Custodian employs an Eligible Foreign Custodian shall, to the extent possible, require the Eligible Foreign Custodian to indemnify and hold harmless the Custodian from and against any loss, cost or expense arising out of or in connection with the Eligible Foreign Custodian’s performance of its obligations. At a Fund’s election, a Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against an Eligible Foreign Custodian as a consequence of any such loss, cost or expense if and to the extent that the Fund has not been made whole for the loss, cost or expense. In no event shall the Custodian be obligated to bring suit in its own name or to allow suit to be brought in its name.

SECTION 5.4    BANK ACCOUNTS.

5.4.1    GENERAL. The Custodian shall identify on its books as for the account of the applicable Fund the amount of cash (including cash denominated in foreign currencies) deposited with the Custodian. The Custodian shall maintain cash deposits in on book currencies on its balance sheet. The Custodian shall be liable for such balances. If the Custodian is unable to maintain, or market practice does not facilitate the maintenance for the Fund of a cash balance in a currency as an on book currency, a deposit account shall be opened and maintained by the Custodian outside the United States on behalf of the Fund with an Eligible Foreign Custodian. The Custodian shall not maintain the cash deposit on its balance sheet. The Eligible Foreign Custodian will be liable for such balance directly to the Fund. All deposit accounts referred to in this Section shall be subject only to draft or order by the Custodian or, if applicable, the Eligible Foreign Custodian acting pursuant to the terms of this Agreement. Cash maintained in a deposit account and denominated in an “on book” currency will be maintained under and subject to the laws of the Commonwealth of Massachusetts. The Custodian will not have any deposit liability for deposits in any currency that is not an “on book” currency.

5.4.2    NON-U.S. BRANCH AND NON-U.S. DOLLAR DEPOSITS. In accordance with the laws of the Commonwealth of Massachusetts, the Custodian shall not be required to repay any deposit made at a non-U.S. branch of the Custodian or any deposit made with the Custodian and denominated in a non-U.S. dollar currency, if repayment of the deposit or the use of assets denominated in the non-U.S. dollar currency is prevented, prohibited or otherwise blocked due to (a) an act of war, insurrection or civil strife; (b) any action by a non-U.S. government or instrumentality or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or a de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of a non-U.S. branch in order to prevent, in the reasonable judgment of the Custodian, harm to the employees or property of the Custodian.

 

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SECTION 5.5     COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which a Fund shall be entitled. If extraordinary measures are required to collect the income or payment, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. The Custodian shall credit income to the applicable Fund as such income is received or in accordance with the Custodian’s then current payable date income schedule. Any credit to the Fund in advance of receipt may be reversed when the Custodian determines that payment will not occur in due course, and the Fund may be charged at the Custodian’s applicable rate for time credited. Income on securities or other financial assets loaned other than from the Custodian’s securities lending program shall be credited as received.

SECTION 5.6.    TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

5.6.1    DELIVERY OUT. The Custodian or an Eligible Foreign Custodian shall release and deliver foreign securities or other financial assets held outside of the United States owned by a Fund and held by the Custodian or such Eligible Foreign Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, specifying the foreign securities to be delivered and the person or persons to whom delivery is to be made. The Custodian shall pay out, or direct the respective Eligible Foreign Custodian or the respective Foreign Securities System to pay out, cash of a Fund only upon receipt of Proper Instructions specifying the amount of the payment and the person or persons to payment is to be made.

5.6.2    MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Funds and delivery of Foreign Assets maintained for the account of the Funds may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for the Foreign Assets from such purchaser or dealer.

5.6.3    SETTLEMENT PRACTICES. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs an Eligible Foreign Custodian described on Schedule C at the time or times set forth on the Schedule. The Custodian may revise Schedule C from time to time, but no revision shall result in a Board being provided with substantively less information than had been previously provided on Schedule C.

SECTION 5.7    SHAREHOLDER OR BONDHOLDER RIGHTS. The Custodian shall use reasonable commercial efforts to facilitate the exercise of voting and other shareholder and bondholder rights with respect to foreign securities and other financial assets held outside the United States, subject always to the laws, regulations and practical constraints that may exist in the country where the securities or other financial assets are issued. The Custodian may utilize

 

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Broadridge Financial Solutions, Inc. or another proxy service firm of recognized standing as its delegate to provide proxy services for the exercise of shareholder and bondholder rights. Local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of a Fund to exercise shareholder and bondholder rights.

SECTION 5.8.    COMMUNICATIONS. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities and other financial asset assets being held outside the United States for the account of a Fund. The Custodian shall transmit promptly to the applicable Fund written information with respect to materials so received by the Custodian from issuers of foreign securities whose tender or exchange is sought or from the party or its agent making the tender or exchange offer. The Custodian shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or other financial assets issued outside of the United States and being held for the account of the Fund regarding any class action or other collective litigation relating to the Fund’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund, including, but not limited to, opt-out notices and proof-of-claim forms. The Custodian does not support class-action participation by a Fund beyond such forwarding of written information received by the Custodian.

SECTION 6.    FOREIGN EXCHANGE.

SECTION 6.1.    GENERALLY. Upon receipt of Proper Instructions, which for purposes of this section may also include security trade advices, the Custodian shall facilitate the processing and settlement of foreign exchange transactions. Such foreign exchange transactions do not constitute part of the services provided by the Custodian under this Agreement.

SECTION 6.2.    FUND ELECTIONS. Each Fund (or its Investment Advisor acting on its behalf) may elect to enter into and execute foreign exchange transactions with third parties that are not affiliated with the Custodian, with State Street Global Markets, which is the foreign exchange division of State Street Bank and Trust Company and its affiliated companies (“SSGM”), or with a sub-custodian. Where the Fund or its Investment Advisor gives Proper Instructions for the execution of a foreign exchange transaction using an indirect foreign exchange service described in the Client Publications, the Fund (or its Investment Advisor) instructs the Custodian, on behalf of the Fund, to direct the execution of such foreign exchange transaction to SSGM or, when the relevant currency is not traded by SSGM, to the applicable sub-custodian. The Custodian shall not have any agency (except as contemplated in preceding sentence), trust or fiduciary obligation to the Fund, its Investment Advisor or any other person in connection with the execution of any foreign exchange transaction. The Custodian shall have no responsibility under this Agreement for the selection of the counterparty to, or the method of execution of, any foreign exchange transaction entered into by the Fund (or its Investment Advisor acting on its behalf) or the reasonableness of the execution rate on any such transaction.

 

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SECTION 6.3.    FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian:

 

(i)

shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor;

 

(ii)

shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and

 

(iii)

shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

SECTION 6.4.    TRANSACTIONS BY STATE STREET. The Custodian or its affiliates, including SSGM, may trade based upon information that is not available to the Fund (or its Investment Advisor acting on its behalf), and may enter into transactions for its own account or the account of clients in the same or opposite direction to the transactions entered into with the Fund (or its Investment Manager), and shall have no obligation, under this Agreement, to share such information with or consider the interests of their respective counterparties, including, where applicable, the Fund or the Investment Advisor.

SECTION 6A. CONTRACTUAL SETTLEMENT SERVICES (PURCHASE/SALES).

SECTION 6A.1 GENERAL. The Custodian shall, in accordance with the terms set out in this Section 6A, debit or credit the appropriate deposit account of each Fund on a contractual settlement basis in connection with the purchase of securities or other financial assets for the Fund or the receipt of the proceeds of the sale or redemption of securities or other financial assets.

SECTION 6A.2 PROVISION OF SERVICES. The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

SECTION 6A.3 PURCHASE CONSIDERATION. The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Fund as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

 

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SECTION 6A.4 SALES AND REDEMPTIONS. A provisional credit of an amount equal to the net sale price for a sale or redemption of securities or other financial assets shall be made to the account of the Fund as if the amount had been received as of the close of business on the date on which good funds would ordinarily be immediately available in the applicable market. The provisional credit will be made conditional upon the Custodian having received Proper Instructions with respect to, or reasonable notice of, the transaction, as applicable; and the Custodian or its agent having possession of the securities of other financial assets (excluding financial assets subject to any third party lending arrangement entered into by a Fund) associated with the transaction in good deliverable form and not being aware of any facts which would lead the Custodian or its agent to believe that the transaction will not settle in the time period ordinarily applicable to such transactions in the applicable market.

SECTION 6A.5. REVERSALS OF PROVISIONAL CREDITS OR DEBITS. The Custodian shall have the right to reverse any provisional credit or debit given in connection with the Contractual Settlement Services at any time when the Custodian believes, in its reasonable judgment, that such transaction will not settle in accordance with its terms or amounts due pursuant thereto, will not be collectable or where the Custodian has not been provided Proper Instructions with respect thereto, as applicable. The Fund shall be responsible for any costs or liabilities resulting from such reversal. Upon such reversal, a sum equal to the credited or debited amount shall become immediately payable by the Fund to the Custodian and may be debited from any deposit or other account held for benefit of the Fund.

SECTION 7.    TAX SERVICES.

SECTION 7.1    FUND INFORMATION. Each Fund will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Fund may be entitled that is not applicable to the general nationality and category of person to which the Fund belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Fund engages or proposes to engage in investment activity or where Funds assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and information, the Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.

SECTION 7.2    TAX RESPONSIBILITY. The Fund shall be liable for all taxes (including Taxes, as defined below) relating to its investment activity, including with respect to any cash or securities held by the Custodian on behalf of the Fund or any transactions related thereto. Subject to compliance by the Fund with its obligations under Section 7.1, the Custodian shall withhold (or cause to be withheld) the amount of any Tax which is required to be withheld under

 

13


applicable law in connection with the collection on behalf of the Fund pursuant to this Agreement of any dividend, interest income or other distribution with respect to any security and the proceeds or income from the sale or other transfer of any security held by the Custodian. If any Taxes become payable with respect to any prior payment made to the Fund by the Custodian or otherwise, the Custodian may apply any credit balance in the Fund’s deposit account to the extent necessary to satisfy such Tax obligation. The Fund shall remain liable for any tax deficiency. The Custodian is not liable for any tax obligations relating to the Fund, other than those Tax services as set out specifically in this Section 7. The Fund agrees that the Custodian is not, and shall not be deemed to be, providing tax advice or tax counsel. The capitalized terms “Tax” or “Taxes” means any withholding or capital gains tax, stamp duty, levy, impost, charge, assessment, deduction or related liability, including any addition to tax, penalty or interest imposed on or in respect of (i) cash or securities, (ii) the transactions effected under this Agreement, or (iii) the Fund.

SECTION 7.3    TAX RELIEF. The Custodian will provide tax relief services in relation to designated markets as may be specified from time to time in the Client Publications. Subject to the preceding sentence and compliance by the Fund with its obligations under Section 7.1, the Custodian will apply for a reduction of withholding tax and refund of any tax paid or tax credits which apply in each applicable market in respect of income payments on securities for the benefit of the Fund. Unless otherwise informed by the Fund, the Custodian shall be entitled to apply categorical treatment of the Fund according to its nationality, particulars of its organization and other relevant details supplied by the Fund.

SECTION 8.    PAYMENTS FOR SALES OR REDEMPTIONS OF FUND INTERESTS.

SECTION 8.1    PAYMENT FOR FUND INTERESTS ISSUED. The Custodian shall receive from the distributor of Fund Interests of a Fund or from the Fund’s transfer agent (the “Transfer Agent”) and deposit into the account of the Fund such payments as are received for Fund Interests issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt of the payments by the Custodian.

SECTION 8.2    PAYMENT FOR FUND INTERESTS REDEEMED. Upon receipt of instructions from the Transfer Agent, the Custodian shall set aside funds of a Fund to the extent available for payment to holders of Fund Interests who have delivered to the Transfer Agent a request for redemption of their Fund Interests. The Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming interest holders. If the Custodian furnishes a check to a holder in payment for the redemption of the holder’s Fund Interests and the check is drawn on the Custodian, the Custodian shall honor the check so long as the check is presented to the Custodian in accordance with the Deposit Account Agreement and such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

SECTION 9.    PROPER INSTRUCTIONS.

SECTION 9.1    FORM AND SECURITY PROCEDURES. Proper Instructions may be in writing signed by the authorized individual or individuals or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices

 

14


or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the individual or organization giving the instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian. The Custodian may agree to accept oral instructions, and in such case oral instructions will be considered Proper Instructions. The Fund shall cause all oral instructions to be confirmed in writing, but the Fund’s failure to do so shall not affect the Custodian’s authority to rely on the oral instructions.

SECTION 9.2    RELIANCE ON OFFICERS CERTIFICATE. Concurrently with the execution of this Agreement, and from time to time thereafter, as appropriate, each Fund shall deliver to the Custodian an officer’s certificate setting forth the names, titles, signatures and scope of authority of all individuals authorized to give Proper Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of the Fund. The certificate may be accepted and conclusively relied upon by the Custodian and shall be considered to be in full force and effect until receipt by the Custodian of a similar certificate to the contrary and the Custodian has had a reasonable time to act thereon.

SECTION 9.3    UNTIMELY PROPER INSTRUCTIONS. If the Custodian is not provided with reasonable time to execute a Proper Instruction (including any Proper Instruction not to execute, or any other modification to, a prior Proper Instruction), the Custodian will use good faith efforts to execute the Proper Instruction but will not be responsible or liable if the Custodian’s efforts are not successful (including any inability to change any actions that the Custodian had taken pursuant to the prior Proper Instruction). The inclusion of a statement of purpose or intent (or any similar notation) in a Proper Instruction shall not impose any additional obligations on the Custodian or condition or qualify its authority to effect the Proper Instruction. The Custodian will not assume a duty to ensure that the stated purpose or intent is fulfilled and will have no responsibility or liability when it follows the Proper Instruction without regard to such purpose or intent.

SECTION 10.    ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY.

The Custodian may in its discretion, without express authority from the applicable Fund:

 

  1)

Make payments to itself or others for minor expenses of handling securities or other financial assets relating to its duties under this Agreement; provided that all such payments shall be accounted for to the Fund, and the Fund shall have the opportunity to review such payments and the parties shall use good faith efforts to resolve any dispute with respect to such payments;

 

  2)

Surrender securities or other financial assets in temporary form for securities or other financial assets in definitive form;

 

  3)

Endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and

 

  4)

In general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and other financial assets of the Fund except as otherwise directed by the applicable Board.

 

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SECTION 11.    RESERVED.

SECTION 12.    RECORDS.

The Custodian shall with respect to each Fund create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of each Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a- 2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC or other regulators with jurisdiction over the Funds. The Custodian shall, at the Fund’s request, supply the Fund with a tabulation of securities owned by each Fund and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. In the event that the Custodian is requested or authorized by a Fund, or required by subpoena, administrative order, court order or other legal process, applicable law or regulation, or required in connection with any investigation, examination or inspection of the Fund by state or federal regulatory agencies, to produce the records of the Fund or the Custodian’s personnel as witnesses, the Fund agrees to pay the Custodian for the Custodian’s reasonable time and expenses, as well as the reasonable fees and expenses of the Custodian’s counsel, incurred in responding to such request, order or requirement.

SECTION 13.    FUNDS INDEPENDENT ACCOUNTANTS; REPORTS.

SECTION 13.1    OPINIONS. The Custodian shall take all reasonable action, as a Fund may from time to time request, to obtain from year to year favorable opinions from the Fund’s independent accountants with respect to its activities hereunder in connection with the preparation of the Fund’s Form N-2, and Form N-CEN or other annual reports to the SEC and with respect to any other requirements thereof.

SECTION 13.2    REPORTS. Upon reasonable request of a Fund, the Custodian shall provide the Fund with a copy of the Custodian’s Service Organizational Control (SOC) 1 reports prepared in accordance with the requirements of AT section 801, Reporting on Controls at a Service Organization (formerly Statement on Standards for Attestation Engagements (SSAE) No. 16). The Custodian shall use commercially reasonable efforts to provide the Fund with such reports as the Fund may reasonably request or otherwise reasonably require to fulfill its duties under Rule 38a-1 of the 1940 Act or similar legal and regulatory requirements.

SECTION 14.    CUSTODIANS STANDARD OF CARE; EXCULPATION.

14.1    STANDARD OF CARE. In carrying out the provisions of this Agreement, the Custodian shall act in good faith and without negligence, fraud or willful misconduct and shall exercise reasonable care.

 

16


14.2    RELIANCE ON PROPER INSTRUCTIONS. The Custodian shall be entitled conclusively to rely and act upon Proper Instructions until the Custodian has received notice of any change from the Fund and has had a reasonable time to act thereon. The Custodian may act on a Proper Instruction if it reasonably believes that it contains sufficient information and may refrain from acting on any Proper Instructions until such time that it has reasonably determined, in its sole discretion, that is has received any required clarification or authentication of Proper Instructions, . The Custodian may rely upon and shall be protected in acting upon any Proper Instruction or any other instruction, notice, request, consent, certificate or other instrument or paper reasonably believed by it in good faith to be genuine and to have been properly executed by or on behalf of the applicable Fund.

14.3    OTHER RELIANCE. The Custodian is authorized and instructed to rely upon the information that the Custodian receives from the Fund or any third party on behalf of the Fund. The Custodian shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any information supplied to it by or on behalf of any Fund so long as the Custodian has a reasonable belief in good faith that such information is genuine and provided by or on behalf of the applicable Fund. The Custodian shall have no liability in respect of any loss, cost or expense incurred or sustained by the Fund arising from the performance of the Custodian’s duties hereunder in reliance upon records that were maintained for the Fund by any individual or organization, other than the Custodian, prior to the Custodian’s appointment as custodian hereunder. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to the advice, provided that the Custodian meets the standard of care set forth in Section 14.1.

14.4    LIABILITY FOR FOREIGN CUSTODIANS. The Custodian shall be liable for the acts or omissions of an Eligible Foreign Custodian to the same extent as if the action or omission were performed by the Custodian itself, taking into account the facts and circumstances and the established local market practices and laws prevailing in the particular jurisdiction in which the Fund elects to invest.

14.5    INSOLVENCY AND COUNTRY RISK. The Custodian shall in no event be liable for (a) the insolvency of any Eligible Foreign Custodian, (b) the insolvency of any depositary bank maintaining in a deposit account cash denominated in any currency other than an “on book” currency, or (c) any loss, cost or expense incurred or sustained by a Fund resulting from or caused by Country Risk.

14.6    FORCE MAJEURE AND THIRD PARTY ACTIONS. The Custodian shall be without responsibility or liability to any Fund for: (a) events or circumstances beyond the reasonable control of the Custodian, including, without limitation, (i) the interruption, suspension or restriction of trading on or the closure of any currency or securities market or system, (ii) power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, provided the foregoing are not a result of the Custodian’s failure to implement and maintain disaster recovery and business continuity procedures in accordance with Section 20.17 hereof and pursuant to the standard of care as set forth in Section 14.1, (iii) work stoppages, natural disasters, acts of war, revolution, riots or terrorism or (iv) other similar force majeure events or acts; (b) errors by any Fund, its Investment Advisor or any other duly

 

17


authorized person in their instructions to the Custodian; (c) the insolvency of or acts or omissions by a U.S. Securities System, Foreign Securities System, Underlying Transfer Agent or domestic sub-custodian designated pursuant to Section 2.2; (d) the failure of any Fund, its Investment Advisor, or any duly authorized individual or organization to adhere to the Custodian’s operational policies and procedures; (e) any delay or failure of any broker, agent, securities intermediary or other intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities or other financial assets purchased or in the remittance or payment made in connection with securities or other financial assets sold, provided such delay or failure was not directly caused by the Custodian’s failure to perform its obligations under this Agreement pursuant to the standard of care set forth in Section 14.1; (f) any delay or failure of any organization in charge of registering or transferring securities or other financial assets in the name of the Custodian, any Fund, the Custodian’s sub-custodians, nominees or agents including non-receipt of bonus, dividends and rights and other accretions or benefits; (g) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security, other financial asset, U.S. Securities System or Foreign Securities System; and (h) the effect of any provision of any law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

14.7    INDIRECT/SPECIAL/CONSEQUENTIAL DAMAGES. Notwithstanding any other provision set forth herein, in no event shall either party be liable for any special, indirect, incidental, punitive or consequential damages of any kind whatsoever (including, without limitation, lost profits) with respect to the services provided pursuant to this Agreement, regardless of whether either party has been advised of the possibility of such damages.

14.8    DELIVERY OF PROPERTY. The Custodian shall not be responsible for any securities or other assets of a Fund which are not received by the Custodian or which are delivered out in accordance with Proper Instructions. The Custodian shall not be responsible for the title, validity or genuineness of any securities or other assets or evidence of title thereto received by it or delivered by it pursuant to this Agreement.

14.9    NO INVESTMENT ADVICE. The Custodian has no responsibility to monitor or oversee the investment activity undertaken by a Fund or its Investment Advisor. The Custodian has no duty to ensure or to inquire whether an Investment Advisor complies with any investment objectives or restrictions agreed upon between a Fund and the Investment Advisor or whether the Investment Advisor complies with its legal obligations under applicable securities laws or other laws, including laws intended to protect the interests of investors. The Custodian shall neither assess nor take any responsibility or liability for the suitability or appropriateness of the investments made by a Fund or on its behalf.

14.10    COMMUNICATIONS. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with securities or other financial assets of a Fund at any time held by the Custodian unless (a) the Custodian or the Eligible Foreign Custodian is in actual possession of such securities or other financial assets, (b) the Custodian receives Proper Instructions with regard to the exercise of the right or power, and (c) both of the conditions referred to in the foregoing clauses (a) and (b) have been satisfied at least three business days prior to the date on which the Custodian is to take action to exercise the right or power.

 

18


14.11    LOANED SECURITIES. Income due to each Fund on securities or other financial assets loaned shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection with loaned securities or other financial assets, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is entitled.

14.12    TRADE COUNTERPARTIES. A Fund’s receipt of securities or other financial assets from a counterparty in connection with any of its purchase transactions and its receipt of cash from a counterparty in connection with any sale or redemption of securities or other financial assets will be at the Fund’s sole risk, and the Custodian shall not be obligated to make demands on the Fund’s behalf if the Fund’s counterparty defaults. If a Fund’s counterparty fails to deliver securities, other financial assets or cash, the Custodian will, as its sole responsibility, notify the Fund’s Investment Advisor of the failure within a reasonable time after the Custodian became aware of the failure.

SECTION 15.    COMPENSATION AND INDEMNIFICATION OF CUSTODIAN; SECURITY INTEREST.

SECTION. 15.1    COMPENSATION. The Custodian shall be entitled to reasonable compensation for its services and expenses as agreed upon from time to time between each Fund and the Custodian.

SECTION 15.2    INDEMNIFICATION. Each Fund agrees to indemnify the Custodian and to hold the Custodian harmless from and against any loss, cost or expense sustained or incurred by the Custodian in acting or omitting to act under or in respect of this Agreement in good faith and without negligence, fraud or willful misconduct, including, without limitation, (a) the Custodian’s compliance with Proper Instructions and (b) in connection with the provision of services to a Fund pursuant to Section 7, any obligations, including taxes, withholding and reporting requirements, claims for exemption and refund, additions for late payment, interest, penalties and other expenses, that may be assessed against the Fund or the Custodian as custodian of the assets of the Fund. If a Fund instructs the Custodian to take any action with respect to securities or other financial assets, and the action involves the payment of money or may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable therefor, the Fund, as a prerequisite to the Custodian taking the action, shall provide to the Custodian at the Custodian’s request such further indemnification in an amount and form satisfactory to the Custodian.

SECTION 15.2A        INDEMNIFICATION PROCEDURES. With respect to any claim brought by a third party for which the Custodian seeks indemnification under Section 15.2 of this Agreement

(an Indemnity Claim), the following procedures shall apply:

(a)    The Custodian will promptly notify the Fund in writing of the matter in respect of which indemnity is being sought; provided, that, any omission to so notify the Fund will not relieve the Fund from any liability under this Agreement, except to the extent that such omission will have materially prejudiced the Fund. The Fund shall, at its own expense, be entitled,

 

19


exclusively, to control and direct the investigation, defense and settlement of any Indemnity Claim; provided, that, in situations where the Custodian and/or its affiliates is also seeking indemnification from one or more other customers of the Custodian and/or its affiliates for claims similar or related to the Indemnity Claim (or it is similarly impractical for the Custodian not to so-control and direct), then the Custodian may elect to so-control and direct the investigation, defense and settlement of the Indemnity Claim.

(b)    In the event the Fund is controlling and directing the investigation, defense and settlement of the Indemnity Claim:

(i)    the Custodian shall provide reasonable assistance to the Fund;

(ii)    the Fund shall consult with the Custodian on the selection of counsel and shall keep the Custodian reasonably apprised as to the status of the matter, including settlement;

(iii)    the Custodian may retain separate counsel at its own expense; provided, that, the reasonable expense of such counsel shall be indemnified losses, costs and expenses under this Agreement where the Custodian reasonably believes in good faith that not retaining separate counsel would materially prejudice the Custodian’s defense of the Indemnity Claim;

(iv)    the Fund may settle an Indemnity Claim without the consent of the Custodian, provided that such settlement (A) involves only the payment of money, (B) fully and unconditionally releases the Custodian from any liability in exchange for the amount paid in settlement and (C) does not include any admission of fault or liability in relation to the Custodian. In the event that any such settlement does not meet the requirements of the immediately preceding clauses (A), (B) and (C), then the Fund must receive the prior written consent of the Custodian to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed; and

(v)    the Custodian may not settle or compromise an Indemnity Claim without the prior written consent of the Fund.

(c)    In the event the Custodian is controlling and directing the investigation, defense and settlement of the Indemnity Claim:

(i)    the Custodian’s selection of counsel shall be subject to the consent of the Fund, which consent shall not be unreasonably withheld, conditioned or delayed;

(ii)    the Custodian shall keep the Fund reasonably apprised as to the status of the matter, including settlement; and

(iii)    the Custodian may not settle or compromise an Indemnity Claim without the prior written consent of the Fund, which consent shall not be unreasonably withheld, conditioned or delayed.

 

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SECTION 15.3    SECURITY INTEREST. Each Fund hereby grants to the Custodian, to secure the payment and performance of the Fund’s obligations under this Agreement, whether contingent or otherwise, a security interest in and right of recoupment and setoff against all cash and all securities and other financial assets at any time held for the account of a Fund by or through the Custodian. The obligations include, without limitation, the Fund’s obligations to reimburse the Custodian if the Custodian or any of its affiliates, subsidiaries or agents advances cash or securities or other financial assets to the Fund for any purpose (including but not limited to settlements of securities or other financial assets, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligence, fraud or willful misconduct, as well as the Fund’s obligation to compensate the Custodian pursuant to Section 15.1 or indemnify the Custodian pursuant to Section 15.2. Should the Fund fail to reimburse or otherwise pay the Custodian any obligation under this Agreement promptly, the Custodian shall have the rights and remedies of a secured party under this Agreement, the UCC and other applicable law, including the right to utilize available cash and to sell or otherwise dispose of the Fund’s assets to the extent necessary to obtain payment or reimbursement. The Custodian may at any time decline to follow Proper Instructions to deliver out cash, securities or other financial assets if the Custodian determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Fund’s payment or reimbursement obligations, whether contingent or otherwise.

SECTION 16.    EFFECTIVE PERIOD AND TERMINATION.

SECTION 16.1    TERM. This Agreement shall remain in full force and effect for an initial term of three (3) years from the effective date of this Agreement. After the expiration of this initial term, this Agreement shall be terminable by either party on ninety (90) days’ prior written notice to the other party. A written notice of non-renewal may be given as to a Fund.

SECTION 16.2    TERMINATION. Either party may terminate this Agreement as to a Fund: (a) in the event of the other party’s material breach of a material provision of this Agreement that the other party has either failed to cure, or failed to establish a remedial plan to cure that is reasonably acceptable to the non-breaching party, within 30 days’ written notice being given by the non- breaching party of the breach, or (b) in the event of the appointment of a conservator or receiver for the other party, the commencement by or against the other party of a bankruptcy or insolvency case or proceeding, or upon the happening of a like event to the other party at the direction of an appropriate agency or court of competent jurisdiction.

SECTION 16.3    PAYMENTS OWING TO THE CUSTODIAN. Upon termination of this Agreement pursuant to Section 16.1 or 16.2 with respect to any Fund, the applicable Fund shall pay to the Custodian any compensation then due and shall reimburse the Custodian for its other fees, expenses and charges. In the event of: (a) any Fund’s termination of this Agreement with respect to such Fund for any reason other than as set forth in Section 16.1 or 16.2 or (b) a transaction not in the ordinary course of business pursuant to which the Custodian is not retained to continue providing services hereunder to a Fund (or its respective successor), the applicable Fund shall pay to the Custodian any compensation due through the end of the then-current term

 

21


(based upon the average monthly compensation previously earned by the Custodian with respect to the Fund) and shall reimburse the Custodian for its other fees, expenses and charges. Upon receipt of such payment and reimbursement, the Custodian will deliver the Fund’s cash and its securities and other financial assets as set forth in Section 17.

SECTION 16.4    EXCLUSIONS. No payment will be required pursuant to clause (b) of Section 16.3 in the event of any transaction consisting of (a) the liquidation or dissolution of a Fund and distribution of the Fund’s assets as a result of the Board’s determination in its reasonable business judgment that the Fund is no longer viable, (b) a merger of a Fund into, or the consolidation of a Fund with, another organization or series, or (c) the sale by a Fund of all or substantially all of its assets to another organization or series and, in the case of a transaction referred to in the foregoing clause (b) or (c) the Custodian is retained to continue providing services to the Fund (or its respective successor) on substantially the same terms as this Agreement.

SECTION 16.5    EFFECT OF TERMINATION. Termination of this Agreement with respect to any one particular Fund shall in no way affect the rights and duties under this Agreement with respect to any other Fund. Following termination with respect to a Fund, the Custodian shall have no further responsibility to forward information under Section 3.8 or 5.8. The provisions of Sections 7, 14, 15 and 17 of this Agreement shall survive termination of this Agreement. To the extent the Custodian continues to possess confidential information or records of the Fund or its agents or service providers after the termination of this Agreement, the obligations contained in Section 12, 20.11, 20.12 and 20.13 of this Agreement shall continue until the one-year anniversary of the termination date of this Agreement.

SECTION 17.    SUCCESSOR CUSTODIAN.

SECTION 17.1    SUCCESSOR APPOINTED. If a successor custodian shall be appointed for a Fund by its Board, the Custodian shall, upon termination of this Agreement and receipt of Proper Instructions, deliver to the successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all cash and all securities and other financial assets of the Fund then held by the Custodian hereunder and shall transfer to an account of the successor custodian all of the securities and other financial assets of the Fund held in a U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent.

SECTION 17.2    NO SUCCESSOR APPOINTED. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of Proper Instructions, deliver at the office of the Custodian and transfer the cash and the securities and other financial assets of the Fund in accordance with the Proper Instructions.

SECTION 17.3    NO SUCCESSOR APPOINTED AND NO PROPERTY INSTRUCTIONS. If no successor custodian has been appointed and no Proper Instructions have been delivered to the Custodian on or before the termination of this Agreement, then the Custodian shall have the right to deliver to a bank or trust company, which is a “bank” as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, all cash and all securities and other financial assets of the Fund then held by the Custodian hereunder, and to transfer to an account of the bank or trust company all of the securities and other financial assets

 

22


of the Fund held in any U.S. Securities System or Foreign Securities System or at the Underlying Transfer Agent. The transfer will be on such terms as are contained in this Agreement or as the Custodian may otherwise reasonably negotiate with the bank or trust company. Any compensation payable to the bank or trust company, and any cost or expense incurred by the Custodian, in connection with the transfer shall be for the account of the Fund.

SECTION 17.4    REMAINING PROPERTY. If any cash or any securities or other financial assets of the Fund held by the Custodian hereunder remain held by the Custodian after the termination of this Agreement owing to the failure of the applicable Fund to provide Proper Instructions, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian holds the cash or the securities or other financial assets (the existing agreed-to compensation at the time of termination shall be one indicator of what is considered fair compensation). The provisions of this Agreement relating to the duties, exculpation and indemnification of the Custodian shall apply in favor of the Custodian during such period.

SECTION 17.5    RESERVES. Notwithstanding the foregoing provisions of this Section 17, the Custodian may retain cash or securities or other financial assets of the Fund as a reserve reasonably established by the Custodian to secure the payment or performance of any obligations of the Fund secured by a security interest or right of recoupment or setoff in favor of the Custodian.

SECTION 18.    REMOTE ACCESS SERVICES ADDENDUM. The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.

SECTION 19.    LOAN SERVICES ADDENDUM. If a Fund directs the Custodian in writing to perform loan services, the Custodian and the Fund will be bound by the terms of the Loan Services Addendum attached hereto. The Fund shall reimburse Custodian for its fees and expenses related thereto as agreed upon from time to time in writing by the Fund and the Custodian.

SECTION 20.    GENERAL.

SECTION 20.1    GOVERNING LAW. Any and all matters in dispute between the parties hereto, whether arising from or relating to this Agreement, shall be governed by and construed in accordance with laws of the Commonwealth of Massachusetts, without giving effect to any conflict of laws rules. Likewise, the law applicable to all issues in Article 2(1) of the Hague Convention on the Law Applicable to Certain Rights in respect of Securities Held with an Intermediary is the law in force in the Commonwealth of Massachusetts.

SECTION 20.2    [RESERVED].

SECTION 20.3    PRIOR AGREEMENTS; AMENDMENTS. This Agreement supersedes as of the date set forth above all prior agreements between each Fund and the Custodian relating to the custody of the Fund’s assets. This Agreement may be amended at any time in writing by mutual agreement of the parties hereto.

SECTION 20.4    ASSIGNMENT; DELEGATION. This Agreement may not be assigned by (a) any Fund without the written consent of the Custodian or (b) the Custodian without the written consent of each applicable Fund, except that the Custodian may assign this Agreement to a

 

23


successor of all or a substantial portion of its business, or to an affiliate of the Custodian. The Custodian shall retain the right to employ agents, subcontractors, consultants or other third parties, including, without limitation, affiliates (each, a “Delegate” and collectively, the “Delegates”) to provide or assist it in the provision of any part of the non-custodial services described herein or the discharge of any other non-custodial obligations or duties under this Agreement without the consent or approval of any Fund. Except as otherwise provided below, the Custodian shall be responsible for the acts and omissions of any such Delegate so employed as if the Custodian had committed such acts and omissions itself. The Custodian shall be responsible for the compensation of its Delegates. Notwithstanding the foregoing, in no event shall the term Delegate include sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems, and the Custodian shall have no liability for their acts or omissions except as otherwise expressly provided elsewhere in this Agreement. The liability of the Custodian for the acts and omissions of sub-custodians, Eligible Foreign Custodians, U.S. Securities Systems and Foreign Securities Systems shall be as set forth in Section 14 above.

SECTION 20.5    INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, the Custodian and each Fund, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties, provided that no such interpretive or additional provisions shall contravene any applicable laws or regulations or any provision of a Fund’s organic record and Prospectus. No interpretive or additional provisions made as provided in the preceding sentence shall be an amendment of this Agreement.

SECTION 20.6    ADDITIONAL FUNDS.

20.6.1 ADDITIONAL FUND. If any management investment company in addition to those listed on Appendix A desires the Custodian to render services as custodian under the terms of this Agreement, the management investment company shall so notify the Custodian in writing. If the Custodian agrees in writing to provide the services, the management investment company shall become a Fund hereunder and be bound by all terms and conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 20.7 below.

SECTION 20.7    THE PARTIES; REPRESENTATIONS AND WARRANTIES. All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

20.7.1    FUND REPRESENTATIONS AND WARRANTIES. Each Fund hereby represents and warrants that (a) it is duly organized and validly existing in good standing in its jurisdiction of organization; (b) it has the requisite power and authority under applicable law and its organic record to enter into and perform this Agreement; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would

 

24


materially impair the Fund’s ability to perform its duties and obligations under this Agreement; (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it; and (f) the Fund will comply in all material respects with all laws and regulations applicable to it.

20.7.2    CUSTODIAN REPRESENTATIONS AND WARRANTIES. The Custodian hereby represents and warrants that (a) it is a trust company, duly organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) it has the requisite power and authority to carry on its business in the Commonwealth of Massachusetts; (c) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the Custodian’s ability to perform its duties and obligations under this Agreement; (e) its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Custodian or any law or regulation applicable to it; and (f) in performing its obligations under this Agreement, the Custodian will comply in all material respects with all laws and regulations applicable to it with respect to the provision of services hereunder.

SECTION 20.8    NOTICES. Any notice, instruction or other communication required to be given hereunder will, unless otherwise provided in this Agreement, be in writing and may be sent by hand, or by facsimile transmission, or overnight delivery by any recognized delivery service, to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

 

To any Fund:      THORNBURG INCOME BUILDER OPPORTUNITIES TRUST
     c/o Thornburg Investment Management Inc.
     2300 North Ridgetop Road
     Santa Fe, NM 87506
     Attention: Curtis Holloway
     Telephone: 505-467-5122
with a copy to:      Chief Compliance Officer
     Thornburg Investment Management, Inc.
     2300 North Ridgetop Road
     Santa Fe, NM 87506
     Attention: Stephen Velie, CCO
     Telephone: 505-467-7283
To the Custodian:      STATE STREET BANK AND TRUST COMPANY
     Channel Center Building, 1 Iron Street
     Boston, MA 02210
     Attention: Ellyn L. Charters, Senior Vice President
     Telephone: 617- 664-2638
with a copy to:      STATE STREET BANK AND TRUST COMPANY
     Legal Division – Global Services Americas

 

25


     One Lincoln Street Boston, MA 02111
     Attention: Senior Vice President and Senior Managing Counsel

SECTION 20.9    COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same Agreement. Counterparts may be executed in either original or electronically transmitted form (e.g., faxes or emailed portable document format (PDF) form), and the parties hereby adopt as original any signatures received in electronically transmitted form.

SECTION 20.10    SEVERABILITY; NO WAIVER. If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. The failure of a party hereto to insist upon strict adherence to any term of this Agreement on any occasion or the failure of a party hereto to exercise or any delay in exercising any right or remedy under this Agreement shall not constitute a waiver of any the term, right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

SECTION 20.11    CONFIDENTIALITY. All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 20.12 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct the Custodian or its affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.

SECTION 20.12    USE OF DATA.

(a)    In connection with the provision of the services and the discharge of its other obligations under this Agreement, the Custodian (which term for purposes of this Section 20.12 includes each of its parent company, branches and affiliates (“Affiliates”)) may collect and store information regarding a Fund and share such information with its Affiliates, agents and service

 

26


providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and the Custodian or any of its Affiliates and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.

(b)    Subject to paragraph (c) below, the Custodian and/or its Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“Data”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Fund and the Custodian or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of the Custodian and/or its Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Fund. The Fund agrees that Custodian and/or its Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of the Custodian’s compensation for services under this Agreement or such other agreement, and the Custodian and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Fund.

(c)    Except as expressly contemplated by this Agreement, nothing in this Section 20.12 shall limit the confidentiality and data-protection obligations of the Custodian and its Affiliates under this Agreement and applicable law. The Custodian shall cause any Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 20.12 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.

SECTION 20.13    DATA PRIVACY. The Custodian will implement and maintain a written information security program that contains appropriate security measures to safeguard the personal information of the Funds’ shareholders, employees, directors and officers that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. The term, “personal information”, as used in this Section, means (a) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (i) Social Security number or other individual (human) tax identification number, (ii) driver’s license number, (iii) state identification card number, (iv) debit or credit card number, (v) financial account number or (vi) personal identification number or password that would permit access to a person’s account, or (b) any combination of any of the foregoing that would allow a person to log onto or access an individual’s account. The term does not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.

SECTION 20.14    REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, appendices, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. Any such reproduction shall be admissible in evidence as the original itself in any

 

27


judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 20.15    REGULATION GG. Each Fund represents and warrants that it does not engage in an “Internet gambling business,” as such term is defined in Section 233.2(r) of Federal Reserve Regulation GG (12 CFR 233) and covenants that it shall not engage in an Internet gambling business. In accordance with Regulation GG, each Fund is hereby notified that “restricted transactions,” as such term is defined in Section 233.2(y) of Regulation GG, are prohibited in any dealings with the Custodian pursuant to this Agreement or otherwise between or among any party hereto.

SECTION 20.16    SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks that hold securities, as that term is used in federal securities laws, for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, as may be applicable, the Custodian needs each Fund to indicate whether it authorizes the Custodian to provide such Fund’s name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells the Custodian “no,” the Custodian will not provide this information to requesting companies. If a Fund tells the Custodian “yes” or does not check either “yes” or “no” below, the Custodian is required by the rule, as applicable, to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For a Fund’s protection, the Rule, as applicable, prohibits the requesting company from using the Fund’s name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

 

YES [ ]    The Custodian is authorized to release the Fund’s name, address, and share positions.
NO [X]    The Custodian is not authorized to release the Fund’s name, address, and share positions.

SECTION 20.17    BUSINESS CONTINUITY/DISASTER RECOVERY. The Custodian has implemented and will maintain at all times during the term of the Agreement disaster recovery and business continuity procedures that are reasonably designed to recover data processing systems, data communications facilities, information, data and other business related functions of the Custodian in a manner and time frame consistent with legal, regulatory and business requirements applicable to the Custodian in its provision of services under the Agreement.

SECTION 20.18    LIABILITIES OF FUNDS, SHAREHOLDERS AND TRUSTEES OF FUND. The Custodian expressly agrees that the Custodian’s recourse against a Fund hereunder shall be limited to the assets of such Fund, and the Custodian shall have no recourse hereunder for the obligations of such Fund against any other Fund. The obligations of a Fund hereunder are not

 

28


binding upon any of the trustees, shareholders, officers, employees or agents of the Fund individually, but are binding only upon the assets of the Fund.

[ REMAINDER OF PAGE INTENTIONALLY BLANK – SIGNATURE PAGE FOLLOWS ]

 

29


EXECUTION

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and behalf by its duly authorized representative under seal as of the date first above- written.

THORNBURG INCOME BUILDER OPPORTUNITIES TRUST

By: /s/ Curtis Holloway

Name: Curtis Holloway

Title: CFO & Treasurer

STATE STREET BANK AND TRUST COMPANY

By: /s/ Nancy M. Stokes

Name: Nancy M. Stokes

Title: Senior Vice President

 

Master Custodian Agreement


APPENDIX A

TO

MASTER CUSTODIAN AGREEMENT

MANAGEMENT INVESTMENT COMPANIES REGISTERED WITH THE SEC

THORNBURG INCOME BUILDER OPPORTUNITIES TRUST

# END APPENDIX A #

 

A-1


LOAN SERVICES ADDENDUM

TO MASTER CUSTODIAN AGREEMENT

ADDENDUM to that certain Master Custodian Agreement (the “Custodian Agreement”) by and among each fund (a “Fund”) identified on Appendix A thereto or made subject thereto pursuant to Section 20.6 thereof and State Street Bank and Trust Company, including its subsidiaries and other affiliates (the “Custodian”).

The following provisions will apply with respect to interests in commercial loans, including loan participations, whether the loans are bilateral or syndicated and whether any obligor is located in or outside of the United States (collectively, “Loans”), made or acquired by a Fund.

SECTION 1. PAYMENT CUSTODY. If a Fund wishes the Custodian to receive payments directly with respect to a Loan for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement,

(a)    the Fund will cause the Custodian to be named as the Fund’s nominee for payment purposes under the relevant financing documents, e.g., in the case of a syndicated loan, the administrative contact for the agent bank, and otherwise provide for the payment to the Custodian of the payments with respect to the Loan; and

(b)    the Custodian will credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement any payment on or in respect of the Loan actually received by the Custodian and identified as relating to the Loan, but with any amount credited being conditional upon clearance and actual receipt by the Custodian of final payment.

SECTION 2. MONITORING. If a Fund wishes the Custodian to monitor payments on and forward notices relating to a Loan,

(a)    the Fund will deliver, or cause to be delivered, to the Custodian a schedule identifying the amount and due dates of the scheduled principal payments, the scheduled interest payment dates and related payment amount information, and such other information with respect to the Loan as the Custodian may reasonably require in order to perform its services hereunder (collectively, “Loan Information”) and in such form and format as the Custodian may reasonably request; and

(b)    the Custodian will (i) if the amount of a principal, interest, fee or other payment with respect to the Loan is not received by the Custodian on the date on which the amount is scheduled to be paid as reflected in the Loan Information, provide a report to the Fund that the payment has not been received and (ii) if the Custodian receives any consent solicitation, notice of default or similar notice from any syndication agent, lead or obligor on the Loan, undertake reasonable efforts to forward the notice to the Fund.

SECTION 3. EXCULPATION OF THE CUSTODIAN.

(a)    Payment Custody and Monitoring. The Custodian will have no liability for any delay or failure by the Fund or any third party in providing Loan Information to the Custodian or for any inaccuracy or incompleteness of any Loan Information. The Custodian will have no obligation to

 

A-2


verify, investigate, recalculate, update or otherwise confirm the accuracy or completeness of any Loan Information or other information or notices received by the Custodian in respect of the Loan. The Custodian will be entitled to (i) rely upon the Loan Information provided to it by or on behalf of the Fund or any other information or notices that the Custodian may receive from time to time from any syndication agent, lead or obligor or any similar party with respect to the Loan and (ii) update its records on the basis of such information or notices as may from time to time be received by the Custodian.

(b)    Any Service. The Custodian will have no obligation to (i) determine whether any necessary steps have been taken or requirements have been met for the Fund to have acquired good or record title to a Loan, (ii) ensure that the Fund’s acquisition of the Loan has been authorized by the Fund, (iii) collect past due payments on the Loan, preserve any rights against prior parties, exercise any right or perform any obligation in connection with the Loan (including taking any action in connection with any consent solicitation, notice of default or similar notice received from any syndication agent, lead or obligor on the Loan) or otherwise take any other action to enforce the payment obligations of any obligor on the Loan, (iv) become itself the record title holder of the Loan or (v) make any advance of its own funds with respect to the Loan.

(c)    Miscellaneous. The Custodian will not be considered to have been or be charged with knowledge of the sale of a Loan by the Fund, unless and except to the extent that the Custodian shall have received written notice of the sale from the Fund and the proceeds of the sale have been received by the Custodian for credit to the bank account maintained by the Custodian for the Fund under the Custodian Agreement. If any question arises as to the Custodian’s duties under this Addendum, the Custodian may request instructions from the Fund and will be entitled at all times to refrain from taking any action unless it has received Proper Instructions from the Fund. The Custodian will in all events have no liability, risk or cost for any action taken or omitted with respect to the Loan pursuant to Proper Instructions. The Custodian will have no responsibilities or duties whatsoever with respect to the Loan except as are expressly set forth in this Addendum.

# END OF LOAN SERVICES ADDENDUM #

 

A-3


Global Custody Network Schedule A

SEPTEMBER 30, 2020

Changes from the previous quarter’s Schedule A, List of Subcustodians are reflected in red, italic font below.

 

MARKET    SUBCUSTODIAN   ADDRESS
Albania   

Raiffeisen Bank sh.a.

LEI: 529900XTU9H3KES1B287

  Blv. “Bajram Curri” ETC – Kati 14 Tirana, Albania
Argentina   

Citibank, N.A.

LEI: E57ODZWZ7FF32TWEFA76

 

Bartolome Mitre 530

1036 Buenos Aires, Argentina

Australia   

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

 

HSBC Securities Services Level 3, 10 Smith St.,

Parramatta, NSW 2150, Australia

Austria   

Deutsche Bank AG (operating through its Frankfurt branch with support from its Vienna branch)

LEI: 7LTWFZYICNSX8D621K86

 

Fleischmarkt 1

A-1010 Vienna, Austria

  

UniCredit Bank Austria AG

LEI: D1HEB8VEU6D9M8ZUXG17

 

Global Securities Services Austria Rothschildplatz 1

A-1020 Vienna, Austria

Bahrain   

HSBC Bank Middle East Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 549300F99IL9YJDWH369

  1st Floor, Bldg. #2505 Road # 2832, Al Seef 428 Kingdom of Bahrain
Bangladesh   

Standard Chartered Bank

LEI: RILFO74KP1CM8P6PCT96

 

Silver Tower, Level 7

52 South Gulshan Commercial Area

Gulshan 1, Dhaka 1212, Bangladesh

Belgium   

Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels

branch)

LEI: 7LTWFZYICNSX8D621K86

 

De Entree 195

1101 HE Amsterdam, Netherlands

Benin   

via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast

LEI: 54930016MQBB2NO5NB47

 

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Bermuda   

HSBC Bank Bermuda Limited

LEI: 0W1U67PTV5WY3WYWKD79

 

6 Front Street

Hamilton, HM06, Bermuda

 

      STATE STREET CORPORATION 1


Federation of Bosnia and Herzegovina   

UniCredit Bank d.d.

LEI: 549300RGT0JMDJZKVG34

 

Zelenih beretki 24

71 000 Sarajevo Federation of Bosnia and Herzegovina

Botswana    Standard Chartered Bank Botswana Limited LEI: 5493007VY27WWF8FF542  

4th Floor, Standard Chartered House

Queens Road The Mall

Gaborone, Botswana

Brazil   

Citibank, N.A.

LEI: E57ODZWZ7FF32TWEFA76

 

AV Paulista 1111

São Paulo, SP 01311-920 Brazil

Bulgaria    Citibank Europe plc, Bulgaria Branch LEI: N1FBEDJ5J41VKZLO2475  

Serdika Offices, 10th floor 48 Sitnyakovo Blvd.

1505 Sofia, Bulgaria

  

UniCredit Bulbank AD

LEI: 549300Z7V2WOFIMUEK50

 

7 Sveta Nedelya Square

1000 Sofia, Bulgaria

Burkina Faso   

via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast

LEI: 54930016MQBB2NO5NB47

 

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Canada    State Street Trust Company Canada LEI: 549300L71XG2CTQ2V827   30 Adelaide Street East, Suite 800 Toronto, ON Canada M5C 3G6
Chile   

Itaú CorpBanca S.A.

LEI: 549300DDPTTIZ06NIV06

 

Presidente Riesco Street # 5537 Floor 18

Las Condes, Santiago de Chile

People’s Republic of China   

Providing custodial services for the China A-share market, China B-share market, and China Interbank Bond Market:

HSBC Bank (China) Company Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 2CZOJRADNJXBLT55G526

Providing custodial services for the China A-share market and China Interbank Bond Market:

China Construction Bank Corporation LEI: 5493001KQW6DM7KEDR62

 

33rd Floor, HSBC Building, Shanghai IFC

8 Century Avenue Pudong, Shanghai, China (200120)

No.1 Naoshikou Street Chang An Xing Rong Plaza Beijing 100032-33, China

China Connect   

Citibank N.A.

LEI: 8KA1PQPA9THGG1BNCT31

  39/F., Champion Tower 3 Garden Road Central, Hong Kong
  

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

 

Level 30,

HSBC Main Building 1 Queen’s Road Central, Hong Kong

   Standard Chartered Bank (Hong Kong) Limited LEI: X5AV1MBDXGRPX5UGMX13  

15th Floor Standard Chartered Tower

388 Kwun Tong Road Kwun Tong, Hong Kong

Colombia    Cititrust Colombia S.A. Sociedad Fiduciaria LEI: SSER7O0CV66FF0PRYK94   Carrera 9A, No. 99-02 Bogotá DC, Colombia

 

      STATE STREET CORPORATION 2


Costa Rica   

Banco BCT S.A.

LEI: 25490061PVFNGN0YMO97

 

160 Calle Central Edificio BCT

San José, Costa Rica

Croatia    Privredna Banka Zagreb d.d. LEI: 549300ZHFZ4CSK7VS460  

Custody Department Radnička cesta 50

10000 Zagreb, Croatia

  

Zagrebacka Banka d.d.

LEI: PRNXTNXHBI0TSY1V8P17

 

Savska 60

10000 Zagreb, Croatia

Cyprus   

BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch)

LEI: 549300WCGB70D06XZS54

 

2 Lampsakou Str.

115 28 Athens, Greece

Czech Republic    Československá obchodní banka, a.s. LEI: Q5BP2UEQ48R75BOTCB92  

Radlická 333/150

150 57 Prague 5, Czech Republic

   UniCredit Bank Czech Republic and Slovakia, a.s. LEI: KR6LSKV3BTSJRD41IF75  

BB Centrum – FILADELFIE Želetavská 1525/1

140 92 Praha 4 - Michle, Czech Republic

Denmark   

Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch)

LEI: F3JS33DEI6XQ4ZBPTN86

 

Bernstorffsgade 50

1577 Copenhagen, Denmark

Egypt   

Citibank, N.A.

LEI: E57ODZWZ7FF32TWEFA76

 

Boomerang Building – Plot 48 – AlSalam Axis Street

First District – 5th Settlement –

11835 Cairo, Egypt

Estonia   

AS SEB Pank

LEI: 549300ND1MQ8SNNYMJ22

 

Tornimäe 2

15010 Tallinn, Estonia

Eswatini    Standard Bank Eswatini Limited LEI: 2549000IV408A4RRND84   Standard House, Swazi Plaza Mbabane, Eswatini H101
Finland   

Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch)

LEI: F3JS33DEI6XQ4ZBPTN86

 

Securities Services Box 630

SF-00101 Helsinki, Finland

France   

Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch)

LEI: 7LTWFZYICNSX8D621K86

 

De Entree 195

1101 HE Amsterdam, Netherlands

Republic of Georgia   

JSC Bank of Georgia

LEI: 549300RPLD8RXL49Z691

  29a Gagarini Str. Tbilisi 0160, Georgia
Germany    State Street Bank International GmbH LEI: ZMHGNT7ZPKZ3UFZ8EO46  

Brienner Strasse 59

80333 Munich, Germany

  

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

 

Alfred-Herrhausen-Allee 16-24

D-65760 Eschborn, Germany

Ghana    Standard Chartered Bank Ghana Limited LEI: 549300WFGKTC3MGDCX95  

P. O. Box 768 1st Floor

High Street Building Accra, Ghana

Greece    BNP Paribas Securities Services, S.C.A. LEI: 549300WCGB70D06XZS54  

2 Lampsakou Str.

115 28 Athens, Greece

 

      STATE STREET CORPORATION 3


Guinea-Bissau   

via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast

LEI: 54930016MQBB2NO5NB47

 

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Hong Kong   

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

 

Level 30,

HSBC Main Building 1 Queen’s Road Central, Hong Kong

Hungary    Citibank Europe plc Magyarországi Fióktelepe LEI: N1FBEDJ5J41VKZLO2475   7 Szabadság tér, Bank Center Budapest, H-1051 Hungary
  

UniCredit Bank Hungary Zrt.

LEI: Y28RT6GGYJ696PMW8T44

 

6th Floor Szabadság tér 5-6

H-1054 Budapest, Hungary

Iceland   

Landsbankinn hf.

LEI: 549300TLZPT6JELDWM92

 

Austurstræti 11

155 Reykjavik, Iceland

India   

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

 

Block B1, 4th Floor, Nirlon Knowledge Park

Off Western Express Highway Goregaon (E)

Mumbai 400 063, India

  

Citibank, N.A.

LEI: E57ODZWZ7FF32TWEFA76

 

FIFC, 11th Floor C-54/55, G Block, Bandra Kurla Complex, Bandra (East),

Mumbai 400 098, India

Indonesia   

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

 

Deutsche Bank Building, 4th floor Jl. Imam Bonjol, No. 80

Jakarta 10310, Indonesia

Ireland   

State Street Bank and Trust Company, United Kingdom branch

LEI: 213800YAZLPV26WFM449

 

Quartermile 3

10 Nightingale Way Edinburgh EH3 9EG, Scotland

Israel   

Bank Hapoalim B.M.

LEI: B6ARUI4946ST4S7WOU88

  50 Rothschild Boulevard Tel Aviv, Israel 61000
Italy   

Deutsche Bank AG (operating through its Frankfurt branch with support from Deutsche Bank S.p.A., Milan)

LEI: 7LTWFZYICNSX8D621K86

 

Investor Services

Via Turati 27 – 3rd Floor

20121 Milan, Italy

  

Intesa Sanpaolo S.p.A.

LEI: 2W8N8UU78PMDQKZENC08

  Financial Institutions – Transactions Services Piazza della Scala, 6 20121 Milan, Italy
Ivory Coast    Standard Chartered Bank Côte d’Ivoire S.A. LEI: 54930016MQBB2NO5NB47  

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Japan   

Mizuho Bank, Limited

LEI: RB0PEZSDGCO3JS6CEU02

 

Shinagawa Intercity Tower A 2-15-1, Konan, Minato-ku

Tokyo 108-6009, Japan

  

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

 

HSBC Building

11-1 Nihonbashi 3-chome, Chuo- ku

Tokyo 1030027, Japan

 

      STATE STREET CORPORATION 4


Jordan   

Standard Chartered Bank

LEI: RILFO74KP1CM8P6PCT96

  

Shmeissani Branch

Al-Thaqafa Street, Building # 2

P.O. Box 926190 Amman 11110, Jordan

Kazakhstan   

JSC Citibank Kazakhstan

LEI: 95XXGORQK31JZP82OG22

  

Park Palace, Building A, 41

Kazibek Bi street,

Almaty A25T0A1, Kazakhstan

Kenya    Standard Chartered Bank Kenya Limited LEI: 549300RBHWW5EJIRG629   

Custody Services

Standard Chartered @ Chiromo, Level 5

48 Westlands Road

P.O. Box 40984 — 00100 GPO Nairobi, Kenya

Republic of Korea   

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

  

18th Fl., Young-Poong Building 41 Cheonggyecheon-ro

Jongro-ku-, Seoul 03188, Korea

  

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

  

5F

HSBC Building #37 Chilpae-ro

Jung-gu, Seoul 04511, Korea

Kuwait   

HSBC Bank Middle East Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 549300F99IL9YJDWH369

  

Kuwait City, Sharq Area Abdulaziz Al Sager Street Al

Hamra Tower, 37F

P. O. Box 1683, Safat 13017,

Kuwait

Latvia   

AS SEB banka

LEI: 549300YW95G1VBBGGV07

  

Unicentrs, Valdlauči

LV-1076 Kekavas pag., Rigas raj., Latvia

Lithuania   

AB SEB bankas

LEI: 549300SBPFE9JX7N8J82

  

Gedimino av. 12

LT 2600 Vilnius, Lithuania

Malawi   

Standard Bank PLC

LEI: 2549004FJV2K9P9UCU04

  

Kaomba Centre

Cnr. Victoria Avenue & Sir Glyn Jones Road

Blantyre, Malawi

Malaysia   

Deutsche Bank (Malaysia) Berhad

LEI: 7LTWFZYICNSX8D621K86

  

Domestic Custody Services Level 20, Menara IMC

8 Jalan Sultan Ismail

50250 Kuala Lumpur, Malaysia

  

Standard Chartered Bank Malaysia Berhad

LEI: 549300JTJBG2QBI8KD48

  

Menara Standard Chartered 30 Jalan Sultan Ismail

50250 Kuala Lumpur, Malaysia

Mali   

via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast

LEI: 54930016MQBB2NO5NB47

  

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Mauritius   

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

   6F HSBC Centre 18 CyberCity Ebene, Mauritius

 

      STATE STREET CORPORATION 5


Mexico   

Banco Nacional de México, S.A.

LEI: 2SFFM4FUIE05S37WFU55

  

3er piso, Torre Norte

Act. Roberto Medellín No. 800 Col. Santa Fe

Mexico, DF 01219

Morocco   

Citibank Maghreb S.A.

LEI: 5493003FVWLMBFTISI11

   Zénith Millénium Immeuble1 Sidi Maârouf — B.P. 40 Casablanca 20190, Morocco
Namibia   

Standard Bank Namibia Limited

LEI: 254900K6TJFDYKSQWV49

  

Standard Bank Center

Cnr. Werner List St. and Post St. Mall

2nd Floor Windhoek, Namibia

Netherlands   

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

  

De Entree 195

1101 HE Amsterdam, Netherlands

New Zealand   

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

  

HSBC House

Level 7, 1 Queen St. Auckland 1010, New Zealand

Niger   

via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast

LEI: 54930016MQBB2NO5NB47

  

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Nigeria   

Stanbic IBTC Bank Plc.

LEI: 549300NIVXF92ZIOVW61

  

Plot 1712 Idejo St Victoria Island,

Lagos 101007, Nigeria

Norway   

Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch)

LEI: F3JS33DEI6XQ4ZBPTN86

  

P.O. Box 1843 Vika Filipstad Brygge 1

N-0123 Oslo, Norway

Oman   

HSBC Bank Oman S.A.O.G.

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 213800YRPSOSH9OA2V29

  

2nd Floor Al Khuwair

P.O. Box 1727 PC 111

Seeb, Oman

Pakistan   

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

  

Unicentre - Unitowers

I.I. Chundrigar Road

P.O. Box 4925

Karachi - 74000, Pakistan

Panama   

Citibank, N.A.

LEI: E57ODZWZ7FF32TWEFA76

  

Boulevard Punta Pacifica Torre de las Americas Apartado

Panama City, Panama 0834 - 00555

Peru   

Citibank del Perú, S.A.

LEI: MYTK5NHHP1G8TVFGT193

   Canaval y Moreyra 480 3rd Floor, San Isidro Lima 27, Perú
Philippines   

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

  

19th Floor, Net Quad Center 31st Street corner 4th Avenue

E-Square Zone, Crescent Park West

Bonifacio Global City

1634 Taguig City, Philippines

 

      STATE STREET CORPORATION 6


Poland    Bank Handlowy w Warszawie S.A. LEI: XLEZHWWOI4HFQDGL4793   

ul. Senatorska 16

00-293 Warsaw, Poland

Portugal   

Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch)

LEI: 7LTWFZYICNSX8D621K86

  

De Entree 195

1101 HE Amsterdam, Netherlands

Qatar   

HSBC Bank Middle East Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 549300F99IL9YJDWH369

  

2 Fl Ali Bin Ali Tower Building no.: 150 Airport Road

Doha, Qatar

Romania    Citibank Europe plc, Dublin — Romania Branch LEI: N1FBEDJ5J41VKZLO2475    8, Iancu de Hunedoara Boulevard 712042, Bucharest Sector 1, Romania
Russia   

AO Citibank

LEI: CHSQDSVI1UI96Y2SW097

  

8-10 Gasheka Street, Building 1

125047 Moscow, Russia

Saudi Arabia   

HSBC Saudi Arabia

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 558600MV09XWUB38H245

Saudi British Bank

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 558600TQS0WENZUC5190

  

HSBC Head Office 7267 Olaya - Al Murooj Riyadh 12283-2255

Kingdom of Saudi Arabia

Prince Abdulaziz Bin Mossaad Bin Jalawi Street

(Dabaab) Riyadh 11413

Kingdom of Saudi Arabia

Senegal   

via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast

LEI: 54930016MQBB2NO5NB47

  

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Serbia    UniCredit Bank Serbia JSC LEI: 52990001O0THU00TYK59   

Jurija Gagarina 12

11070 Belgrade, Serbia

Singapore   

Citibank N.A.

LEI: E57ODZWZ7FF32TWEFA76

   3 Changi Business Park Crescent #07-00, Singapore 486026
Slovak Republic    UniCredit Bank Czech Republic and Slovakia, a.s. LEI: KR6LSKV3BTSJRD41IF75   

Ŝancová 1/A

813 33 Bratislava, Slovak Republic

Slovenia    UniCredit Banka Slovenija d.d. LEI: 549300O2UN9JLME31F08   

Šmartinska 140

SI-1000 Ljubljana, Slovenia

South Africa   

FirstRand Bank Limited

LEI: ZAYQDKTCATIXF9OQY690

  

Mezzanine Floor

3 First Place Bank City

Corner Simmonds & Jeppe Sts. Johannesburg 2001

Republic of South Africa

   Standard Bank of South Africa Limited LEI: QFC8ZCW3Q5PRXU1XTM60   

Standard Bank Centre 6 Simmonds Street

Johannesburg 2000

Republic of South Africa

 

      STATE STREET CORPORATION 7


Spain   

Deutsche Bank S.A.E.

LEI: 529900SICIK5OVMVY186

  

Calle de Rosario Pino 14-16,

Planta 1

28020 Madrid, Spain

Sri Lanka   

The Hongkong and Shanghai Banking Corporation Limited

LEI: 2HI3YI5320L3RW6NJ957

   24, Sir Baron Jayatilake Mawatha Colombo 01, Sri Lanka
Republic of Srpska   

UniCredit Bank d.d.

LEI: 549300RGT0JMDJZKVG34

  

Zelenih beretki 24

71 000 Sarajevo Federation of Bosnia and Herzegovina

Sweden    Skandinaviska Enskilda Banken AB (publ) LEI: F3JS33DEI6XQ4ZBPTN86   

Sergels Torg 2

SE-106 40 Stockholm, Sweden

Switzerland    Credit Suisse (Switzerland) Ltd. LEI: 549300CWR0W0BCS9Q144   

Uetlibergstrasse 231

8070 Zurich, Switzerland

  

UBS Switzerland AG

LEI: 549300WOIFUSNYH0FL22

   Max-Högger-Strasse 80-82 CH-8048 Zurich-Alstetten, Switzerland
Taiwan – R.O.C.   

Deutsche Bank AG

LEI: 7LTWFZYICNSX8D621K86

  

296 Ren-Ai Road

Taipei 106 Taiwan, Republic of China

     Standard Chartered Bank (Taiwan) Limited LEI: 549300QJEO1B92LSHZ06    168 Tun Hwa North Road Taipei 105, Taiwan, Republic of China
Tanzania    Standard Chartered Bank (Tanzania) Limited LEI: 549300RLNUU3GJS6MK84   

1 Floor, International House Corner Shaaban Robert St and Garden Ave

PO Box 9011

Dar es Salaam, Tanzania

Thailand   

Standard Chartered Bank (Thai) Public Company Limited

LEI: 549300O1LQYCQ7G1IM57

  

Sathorn Nakorn Tower 14th Floor, Zone B

90 North Sathorn Road

Silom, Bangkok 10500, Thailand

Togo   

via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast

LEI: 54930016MQBB2NO5NB47

  

23, Bld de la République

17 BP 1141 Abidjan 17 Côte d’Ivoire

Tunisia    Union Internationale de Banques LEI: 549300WKCW12LEPUMV07   

65 Avenue Bourguiba

1000 Tunis, Tunisia

Turkey   

Citibank, A.Ş.

LEI: CWZ8NZDH5SKY12Q4US31

  

Tekfen Tower

Eski Buyukdere Caddesi 209 Kat 3

Levent 34394 Istanbul, Turkey

  

Deutsche Bank A.Ş.

LEI: 789000N5SE3LWDK7OI11

  

Eski Buyukdere Caddesi Tekfen Tower No. 209 Kat: 17 4

Levent 34394 Istanbul, Turkey

 

      STATE STREET CORPORATION 8


Uganda    Standard Chartered Bank Uganda Limited LEI: 549300W7CNYGJ68XGD27   

5 Speke Road

P.O. Box 7111 Kampala, Uganda

Ukraine   

JSC Citibank

LEI: 549300E0ROTI7ACBZH02

  

16-g Dilova St.

Kyiv 03150, Ukraine

United Arab Emirates

Dubai Financial Market

  

HSBC Bank Middle East Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 549300F99IL9YJDWH369

  

HSBC Securities Services HSBC Tower

Downtown Dubai, Level 16 P O Box 66

Dubai, United Arab Emirates

United Arab Emirates

Dubai International Financial Center

  

HSBC Bank Middle East Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 549300F99IL9YJDWH369

  

HSBC Securities Services HSBC Tower

Downtown Dubai, Level 16 P O Box 66

Dubai, United Arab Emirates

United Arab Emirates

Abu Dhabi

  

HSBC Bank Middle East Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 549300F99IL9YJDWH369

  

HSBC Securities Services HSBC Tower

Downtown Dubai, Level 16 P O Box 66

Dubai, United Arab Emirates

United Kingdom   

State Street Bank and Trust Company, United Kingdom branch

LEI: 213800YAZLPV26WFM449

  

Quartermile 3

10 Nightingale Way Edinburgh EH3 9EG, Scotland

United States    State Street Bank and Trust Company LEI: 571474TGEMMWANRLN572   

1776 Heritage Drive

North Quincy, Massachusetts, United States 02171

Uruguay   

Banco Itaú Uruguay S.A.

LEI: 549300HU8OQS1VTVXN55

  

Zabala 1463

11000 Montevideo, Uruguay

Vietnam   

HSBC Bank (Vietnam) Limited

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

LEI: 213800H95OG9OHRT4Y78

  

Centre Point

106 Nguyen Van Troi Street Phu Nhuan District

Ho Chi Minh City, Vietnam

Zambia    Standard Chartered Bank Zambia Plc. LEI: 549300247QDZHDI30A83   

Standard Chartered House Cairo Road

P.O. Box 32238

10101, Lusaka, Zambia

Zimbabwe   

Stanbic Bank Zimbabwe Limited

(as delegate of Standard Bank of South Africa Limited) LEI: 5493001KJTIIGC8Y1R12

  

3rd Floor Stanbic Centre

59 Samora Machel Avenue Harare, Zimbabwe

 

      STATE STREET CORPORATION 9


Depositories Operating in Network Markets

Schedule B

SEPTEMBER 30, 2020

 

     
MARKET    DEPOSITORY    TYPES OF SECURITIES
Albania    Bank of Albania    Government debt
Argentina    Caja de Valores S.A.    Equities, government and corporate bonds, and corporate money market instruments
Australia    Austraclear Limited    Government securities, corporate bonds, and corporate money market instruments
Austria    OeKB Central Securities Depository GmbH    All securities listed on Wiener Börse AG, the Vienna Stock Exchange (as well as virtually all other Austrian securities)
Bahrain    Bahrain Clear Company    Equities
Bangladesh    Bangladesh Bank    Government securities
   Central Depository Bangladesh Limited    Equities and corporate bonds
Belgium    Euroclear Belgium    Equities and most corporate bonds
   National Bank of Belgium    Government securities, corporate bonds, and money market instruments
Benin    Dépositaire Central – Banque de Règlement    All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
   Banque Centrale des Etats d’Afrique de l’Ouest    Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Bermuda    Bermuda Securities Depository    Equities, corporate bonds
Federation of Bosnia and Herzegovina    Registar vrijednosnih papira u Federaciji Bosne i Hercegovine, d.d.    Equities, corporate bonds, government securities, money market instruments
Botswana    Bank of Botswana    Government debt
   Central Securities Depository Company of Botswana Ltd.    Equities and corporate bonds
Brazil    Brasil, Bolsa, Balcão S.A. (B3)    Equities, corporate bonds, and money market instruments
   Sistema Especial de Liquidação e de Custódia (SELIC)    Government debt issued by the central bank and the National Treasury

 

      STATE STREET CORPORATION 1


Bulgaria    Bulgarian National Bank    Government securities
   Central Depository AD    Eligible equities and corporate bonds
Burkina Faso    Dépositaire Central – Banque de Règlement    All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
   Banque Centrale des Etats d’Afrique de l’Ouest    Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Canada    The Canadian Depository for Securities Limited    All book-entry eligible securities, including government securities, equities, corporate bonds, money market instruments, strip bonds, and asset- backed securities
Chile    Depósito Central de Valores S.A.    Government securities, equities, corporate bonds, mortgage-backed securities, and money market instruments
People’s Republic of China    China Securities Depository and Clearing Corporation Limited, Shanghai and Shenzhen Branches    A shares, B shares, Treasury bonds, local government bonds, enterprise bonds, corporate bonds, open and closed-end funds, convertible bonds, and warrants
   China Central Depository and Clearing Co., Ltd.    Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds
   Shanghai Clearing House    Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, enterprise bonds, certain issues of medium-term notes, commercial paper, and commercial bank bonds
China Connect    China Securities Depository and Clearing Corporation Limited (CSDCC), Shanghai and Shenzhen Branches    A shares traded on the Shanghai or Shenzhen stock exchanges through Stock Connect
   China Central Depository and Clearing Co., Ltd. (CCDC)    Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, medium-term notes, commercial paper, enterprise bonds, and commercial bank bonds
   Shanghai Clearing House (SHCH)    Bonds traded through the China Interbank Bond Market (CIBM), including Treasury bonds, local government bonds, policy bank bonds, central bank bills, enterprise bonds, certain issues of medium-term notes, commercial paper, and commercial bank bonds

 

      STATE STREET CORPORATION 2


     Central Moneymarkets Unit (CMU)    All Bond Connect securities purchased by investors through Northbound trading are held in an omnibus nominee account in the name of the CMU at the CCDC or SHCH.
   Hong Kong Securities Clearing Company Limited (HKSCC)    All Stock Connect securities purchased by investors through Northbound trading are held in an omnibus account with the CSDCC and the HKSCC is recognized as the registered nominee holder of the safekept securities.
Colombia    Depósito Central de Valores    Securities issued by the central bank and the Republic of Colombia
   Depósito Centralizado de Valores de Colombia S.A. (DECEVAL)    Equities, corporate bonds, money market instruments
Costa Rica    Interclear Central de Valores S.A.    Securities traded on Bolsa Nacional de Valores
Croatia    Središnje klirinško depozitarno društvo d.d.    Eligible equities, corporate bonds, government securities, and corporate money market instruments
Cyprus    Central Depository and Central Registry    Equities, corporate bonds, dematerialized government securities, corporate money market instruments
Czech Republic    Centrální depozitář cenných papírů, a.s.    All dematerialized equities, corporate debt, and government debt, excluding Treasury bills
   Czech National Bank    Treasury bills
Denmark    VP Securities A/S    Equities, government securities, corporate bonds, corporate money market instruments, warrants
Egypt    Central Bank of Egypt    Treasury bills
   Misr for Central Clearing, Depository and Registry S.A.E.    Eligible equities, corporate bonds, and Treasury bonds
Estonia    Nasdaq CSD SE    All registered equity and debt securities
Eswatini    Central Bank of Eswatini    Treasury bills and Treasury bonds
Finland    Euroclear Finland    Equities, corporate bonds, government securities, money market instruments
France    Euroclear France    Government securities, equities, bonds, and money market instruments
Republic of Georgia    Georgian Central Securities Depository    Equities, corporate bonds, and money market instruments
   National Bank of Georgia    Government securities
Germany    Clearstream Banking AG, Frankfurt    Equities, government securities, corporate bonds, money market instruments, warrants, investment funds, and index certificates
Ghana    Central Securities Depository (Ghana) Limited    Government securities and Bank of Ghana securities; equities and corporate bonds

 

      STATE STREET CORPORATION 3


Greece    Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form    Government debt
   Hellenic Central Securities Depository    Eligible listed equities, government debt, and corporate bonds
Guinea-Bissau     Dépositaire Central – Banque de Règlement    All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
   Banque Centrale des Etats d’Afrique de l’Ouest    Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Hong Kong    Central Moneymarkets Unit    Government debt (i.e., exchange fund bills and notes issued by the HKMA), other private debt, and money market instruments
   Hong Kong Securities Clearing Company Limited    Securities listed or traded on the Stock Exchange of Hong Kong Limited
Hungary    KELER Központi Értéktár Zrt.    Government securities, equities, corporate bonds, and investment fund notes
Iceland    Nasdaq CSD SE, útibú á Íslandi    Government securities, equities, corporate bonds, and money market instruments
India    Central Depository Services (India) Limited    Eligible equities, debt securities, and money market instruments
     National Securities Depository Limited    Eligible equities, debt securities, and money market instruments
   Reserve Bank of India    Government securities
Indonesia    Bank Indonesia    Sertifikat Bank Indonesia (central bank certificates), Surat Utang Negara (government debt instruments), and Surat Perbendaharaan Negara (Treasury bills)
   PT Kustodian Sentral Efek Indonesia    Equities, corporate bonds, and money market instruments
Ireland    Euroclear UK & Ireland Limited    GBP- and EUR-denominated money market instruments
   Euroclear Bank S.A./N.V.    Government securities
Israel    Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearing House)    Government securities, equities, corporate bonds and trust fund units
Italy    Monte Titoli S.p.A.    Equities, corporate debt, government debt, money market instruments, and warrants
Ivory Coast    Dépositaire Central – Banque de Règlement    All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
   Banque Centrale des Etats d’Afrique de l’Ouest    Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.

 

      STATE STREET CORPORATION 4


Japan    Bank of Japan – Financial Network System    Government securities
   Japan Securities Depository Center (JASDEC) Incorporated    Equities, corporate bonds, and corporate money market instruments
Jordan    Central Bank of Jordan    Treasury bills, government bonds, development bonds, and public entity bonds
   Securities Depository Center    Equities and corporate bonds
Kazakhstan    Central Securities Depository    Government securities, equities, corporate bonds, and money market instruments
Kenya    Central Bank of Kenya    Treasury bills and Treasury bonds
   Central Depository and Settlement Corporation Limited    Equities and corporate debt
Republic of Korea    Korea Securities Depository    Equities, government securities, corporate bonds and money market instruments
Kuwait    Kuwait Clearing Company KSC    Money market instruments, equities, and corporate bonds
Latvia    Nasdaq CSD SE    Equities, government securities, corporate bonds, and money market instruments
Lithuania    Nasdaq CSD SE    All securities available for public trading
Malawi    Reserve Bank of Malawi    Reserve Bank of Malawi bills and Treasury bills, and equities
Malaysia    Bank Negara Malaysia    Treasury bills, Bank Negara Malaysia bills, Malaysian government securities, private debt securities, and money market instruments
   Bursa Malaysia Depository Sdn. Bhd.    Securities listed on Bursa Malaysia Securities Berhad
Mali    Dépositaire Central – Banque de Règlement    All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
   Banque Centrale des Etats d’Afrique de l’Ouest    Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Mauritius    Bank of Mauritius    Government debt (traded through primary dealers)
   Central Depository and Settlement Co. Limited    Listed and unlisted equity and debt securities (corporate debt and T-bills traded on the exchange)

 

      STATE STREET CORPORATION 5


Mexico    S.D. Indeval, S.A. de C.V.    All securities
Morocco    Maroclear    Eligible listed equities, corporate and government debt, certificates of deposit, commercial paper
Namibia    Bank of Namibia    Treasury bills
Netherlands    Euroclear Nederland    Government securities, equities, corporate bonds, corporate money market instruments, and stripped government bonds
New Zealand    New Zealand Central Securities Depository Limited    Government securities, equities, corporate bonds, and money market instruments
Niger   

Dépositaire Central – Banque de Règlement

Banque Centrale des Etats d’Afrique de l’Ouest

  

All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.

Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.

Nigeria    Central Bank of Nigeria    Treasury bills and government bonds
   Central Securities Clearing System Limited    Equities and corporate bonds traded on the Nigeria Stock Exchange
Norway    Verdipapirsentralen ASA    All listed securities
Oman    Muscat Clearing & Depository Company S.A.O.G.    Equities, corporate bonds, government debt
Pakistan    Central Depository Company of Pakistan Limited    Equities and corporate bonds
   State Bank of Pakistan    Government securities
Panama   

Central Latinoamericana de Valores,

S.A. (LatinClear)

   Equities, government and corporate debt, commercial paper, short-term securities
Peru    CAVALI S.A. Institución de Compensación y Liquidación de Valores    All securities in book-entry form traded on the stock exchange
Philippines    Philippine Depository & Trust Corporation    Eligible equities and debt
   National Registry of Scripless Securities (nROSS) of the Bureau of the Treasury    Government securities
Poland    Rejestr Papierów Wartościowych    Treasury bills
   Krajowy Depozyt Papierów Wartościowych, S.A.    Equities, corporate bonds, corporate money market instruments, Treasury bonds, warrants, and futures contracts
Portugal    INTERBOLSA – Sociedad Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A.    All local Portuguese instruments

 

      STATE STREET CORPORATION 6


Qatar    Qatar Central Securities Depository    Equities, government bonds and Treasury bills listed on the Qatar Exchange
Romania    National Bank of Romania    Treasury bills and bonds
   S.C. Depozitarul Central S.A.    Bursa de Valori Bucuresti- (Bucharest Stock Exchange-) listed equities, corporate bonds, government bonds, and municipal bonds
Russia    National Settlement Depository    Eligible equities, Obligatsii Federal’nogo Zaima (OFZs), and corporate debt denominated in RUB
Saudi Arabia    Securities Depository Center Company    Equities, government securities, and Treasury bills
Senegal    Dépositaire Central – Banque de Règlement    All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
   Banque Centrale des Etats d’Afrique de l’Ouest    Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Serbia    Central Securities Depository and Clearinghouse    All instruments
Singapore    Monetary Authority of Singapore    Government securities
   The Central Depository (Pte.) Limited    Eligible listed equities and eligible private debt traded in Singapore
Slovak Republic    Centrálny depozitár cenných papierov SR, a.s.    All dematerialized securities
Slovenia    KDD – Centralna klirinško depotna družba d.d.    All publicly traded securities
South Africa    Strate (Pty) Ltd.    Eligible equities, government securities, corporate bonds, money market instruments, and warrants
Spain    IBERCLEAR    Government securities, equities, warrants, money market instruments, and corporate bonds
Sri Lanka    Central Bank of Sri Lanka    Government securities
   Central Depository System (Pvt) Limited    Equities and corporate bonds
Republic of Srpska    Central Registry of Securities in the Republic of Srpska JSC    Government securities, equities, and corporate and municipal bonds
Sweden    Euroclear Sweden AB    Government securities, equities, bonds, money market instruments, derivatives, exchange traded funds, and warrants
Switzerland    SIX SIS AG    Government securities, equities, corporate bonds, money market instruments, derivatives, mutual funds, and warrants

 

      STATE STREET CORPORATION 7


Taiwan - R.O.C.    Central Bank of the Republic of China (Taiwan)    Government securities
   Taiwan Depository and Clearing Corporation    Listed equities, short-term bills, and corporate bonds
Tanzania    CSD & Registry Company Limited    Equities and corporate bonds
Thailand    Thailand Securities Depository Company Limited    Government securities, equities and corporate bonds
Togo    Dépositaire Central – Banque de Règlement    All securities traded on Bourse Régionale des Valeurs Mobilières, the West African regional exchange, including securities from the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
   Banque Centrale des Etats d’Afrique de l’Ouest    Treasury bills and Treasury bonds issued by the following West African nations: Benin, Burkina Faso, Guinea-Bissau, the Ivory Coast, Mali, Niger, Senegal and Togo.
Tunisia    Tunisie Clearing    All eligible listed securities
Turkey    Central Bank of Turkey    Government securities
   Central Registry Agency    Equities, corporate bonds, money market instruments, mutual fund certificates, exchange traded funds
Uganda    Bank of Uganda    Treasury bills and Treasury bonds
   Securities Central Depository    Equities, corporate bonds
Ukraine    National Depository of Ukraine    Equities, bonds, and money market instruments
   National Bank of Ukraine    Government securities

United Arab Emirates

– Abu Dhabi

   Clearing, Settlement, Depository and Registry department of the Abu Dhabi Securities Exchange    Equities, government securities, and corporate debt

United Arab Emirates

– Dubai Financial Market

   Clearing, Settlement and Depository Division, a department of the Dubai Financial Market    Equities, government securities, and corporate debt listed on the DFM

United Arab Emirates

– Dubai International Financial Center

   Central Securities Depository, owned and operated by NASDAQ Dubai Limited    Equities, corporate bonds, and corporate money market instruments
United Kingdom    Euroclear UK & Ireland Limited    GBP- and EUR-denominated money market instruments
United States    Depository Trust Company    equities, American depositary receipts, corporate debt, municipal debt, money market instruments
   Federal Reserve’s Fedwire Securities Service    U.S. Treasury and federal agency securities, mortgage-backed securities, platinum securities, certain real estate mortgage investment conduit (REMIC) issues, certain international agency securities

 

      STATE STREET CORPORATION 8


Uruguay    Banco Central del Uruguay    Government securities
Vietnam    Vietnam Securities Depository    Equities, government bonds, T-bills, corporate bonds, and public fund certificates
Zambia    Bank of Zambia    Treasury bills and Treasury bonds
   LuSE Central Shares Depository Limited    Treasury bonds, corporate bonds, and equities
Zimbabwe    Chengetedzai Depository Company Limited    Equities and corporate bonds
   Reserve Bank of Zimbabwe    Treasury bills and Treasury bonds
 
TRANSNATIONAL DEPOSITORIES
Euroclear Bank S.A./N.V.    Domestic securities from more than 40 markets
Clearstream Banking, S.A.    Domestic securities from more than 50 markets

 

      STATE STREET CORPORATION 9