Safekeeping and Administration Agreement. Dated. National Bank of Abu Dhabi PJSC. and. PO Box 4, Abu Dhabi, United Arab Emirates Tel: (02)

Transcription

1 Safekeeping and Administration Agreement Dated National Bank of Abu Dhabi PJSC and National Bank of Abu Dhabi PJSC PO Box 4, Abu Dhabi, United Arab Emirates Tel: (02)

2 Table of Contents Page 1. Appointment 3 2. Accounts 3 3. Use of third parties 4 4. Instructions 5 5. Information and voting rights 5 6. Interest, dividends and settlement 6 7. Receipts and statements 6 8. Communications 6 9. Fees and expenses Lien Representations and warranties Bank s liability to the Client Indemnity Conflicts Industry practices Tax Confidentiality Termination Notices General Definitions 14 Page 2 of 17

3 Safekeeping and Administration Agreement Dated Between (1) National Bank of Abu Dhabi PJSC (the Bank), whose head office is at P.O. Box 4, Abu Dhabi, United Arab Emirates; and (2) (the Client) of It is agreed: 1. Appointment 1.1 The Client hereby appoints the Bank to act as custodian and to receive and to provide custody and safekeeping services to the Client upon the terms and conditions of this Agreement. The Bank hereby accepts such appointment. 1.2 The Bank s duty to hold Securities and Cash in safe custody for the Client (together the Property) shall commence only on actual receipt by or delivery of the Property to the Bank, its sub-custodians, nominees or agents. 2. Accounts 2.1 The Bank will open or arrange for the opening of one or more Cash Accounts for all such Cash as the Bank or its sub-custodians may receive in any currency arising out of or in connection with the custody of the Client s Assets pursuant to the terms of this Agreement, comprising: a) all monies made or to be made available by the Client to the Bank as part of the custody arrangements described in this Agreement; and b) all amounts received by the Bank (whether in relation to principal, interest or any other amounts) arising from or related to the securities. The Bank will hold Cash in its capacity as banker. 2.2 The Bank will open or arrange for the opening of one or more Securities Accounts for all such securities of the Client as the Bank or any of its sub-custodians may from time to time hold in custody. Securities shall be identified as belonging to the Client. 2.3 The Bank will determine in its discretion whether to accept for custody in Custody Account Securities of any kind and for deposit in the Cash Account Cash in any currency. 2.4 The Bank will not pool the Securities with its own property. The Bank may pool the Securities with securities held for other clients. Where pooling takes place, the Client shall be treated as the owner of such proportion of the relevant securities as the number of the Client s Securities bears to the total Page 3 of 17

4 number of securities held and the Client shall not be entitled to require that the specific Securities deposited with the Bank be returned to it. The Client shall be entitled, on re-delivery, to securities of the same quantity, class and issue as the Securities originally deposited with the Bank. 2.5 Bearer Securities will be physically held by the Bank or its sub-custodian, nominee or agent. 2.6 Securities represented by an account in a physical or dematerialised book entry system may be held in such an account in the name of the Bank or the sub-custodian, nominee or agent of the Bank. 2.7 The place where the Property is delivered into or out of custody shall be deemed to be the Bank's head office in Abu Dhabi, notwithstanding the right of the Bank and the Client to effect delivery by giving instructions for delivery to or from any sub- custodian, nominee or agent of the Bank located elsewhere. 3. Use of third parties 3.1 The Bank is authorised to delegate from time to time any of its duties under this Agreement to such sub-custodians, nominees and agents as the Bank may think fit including, without limitation, the safe keeping, deposit, transfer or delivery of Property to a sub-custodian, nominee or agent whereby: a) the sub-custodian, nominee or agent will hold such Property in accordance with its standard terms and conditions and subject to any applicable laws, regulations and usages in the jurisdiction where the sub-custodian, nominee or agent is located; b) a sub-custodian, nominee or agent may be permitted to delegate the duties delegated to it by the Bank and the Bank may have no direct enforceable rights against the ultimate delegate; and c) the Bank may only have contractual rights against a sub-custodian, nominee or agent. 3.2 The Bank will act in good faith and with reasonable skill and care in the selection, use and monitoring of agents (including sub-custodians) but shall, subject to Clause 12.3, otherwise have no responsibility for performance by such persons of any of the duties delegated to them under this Agreement or their solvency. 3.3 The Bank will open accounts in its name with the various sub-custodians, nominees or agents that it appoints pursuant to this Agreement into which monies arising from the Securities (whether in relation to principal, interest or any other amounts) held or received by such sub-custodians, nominees or agents, shall be paid. Upon receipt of such monies, the Bank shall pay such amounts to the Cash Account (but subject to any rights that it may have in relation to fees and other amounts due to it under this Agreement). 3.4 The Bank (or any of its sub-custodians, nominees or agents) is hereby authorised to use or participate in Market Infrastructures and Clearance Systems to perform any of the duties of the Bank under this Agreement on such terms as such systems customarily operate. Securities deposited with Clearance Systems hereunder will be subject to the laws, rules, statements of principle and practices of such Clearance Systems, with which the Bank (or any of its sub-custodians, nominees or agents) shall be bound to comply with. The Client shall comply with such laws, rules, statements of principle and practices as may be required to fulfil any obligations imposed on the Bank or any of its sub-custodians, nominees or agents by such Clearing System. Clearance Systems and Market Infrastructures are not delegates of the Bank nor are they sub-custodians for the purposes of this Agreement. The Bank has no responsibility for the selection or appointment of, or for the performance by, any Clearance System or Market Infrastructure. Page 4 of 17

5 4. Instructions 4.1 The Bank will endeavour to comply with all instructions received from the Client in respect of the Property subject to such terms and conditions, market practices and rules and regulations as shall from time to time apply. The Bank shall not be obliged to endeavour to execute instructions if, in the case of a purchase or other transaction requiring payment of monies, the Client has not made sufficient cleared funds available to the Bank to make such payment and, in the case of a sale transaction, unless the Bank is holding for the Client, free from encumbrances, sufficient Securities to effect settlement. 4.2 In accepting instructions the Bank will act on an execution only basis and shall have no responsibility for advising the Client on the merits of any such transaction. The Bank shall be under no duty to disclose any information which may be in the possession of it or its associates and which tends to show that any instructions given by the Client may not be in the best interest of the Client. 4.3 The Bank is not acting under this Agreement as manager or investment or tax advisor to the Client. Responsibility for the selection, acquisition and disposal of the Securities shall remain with the Client at all times. 4.4 The Client accepts that instructions given to the Bank may require the Bank to deal on behalf of the Client in circumstances where the relevant transaction is not regulated by a recognised stock exchange or investment exchange. 4.5 Any foreign exchange transactions undertaken by the Bank, its sub-custodians, nominees or agents in compliance with the Client's instructions relating to the Property shall be carried out at the Bank's wholesale rate on the relevant conversion date. 5. Information and voting rights 5.1 The Bank shall use reasonable efforts, as to be expected of a professional custodian, to promptly transmit to the Client all Information obtained by it or, in the case of income entitlement, collect and credit the relevant sums in accordance with Clause 6.1. the Bank shall have no duty to verify any Information received. 5.2 Whenever notification of a rights entitlement or a fractional interest resulting from a rights issue, stock dividend or stock split is received for the Securities Account and such rights entitlement or fractional interest bears an expiration date, the Bank will endeavour to obtain instructions promptly, but should these not be received in time for the Bank to take timely action, the Bank will not be obliged to take any action. 5.3 Subject to receiving timely instructions from the Client, the Bank will complete proxies or take such steps as are reasonably necessary to enable the Client or the Client s designated agent to enforce or exercise rights, entitlements and offers regarding the Securities or to exercise voting rights relating to the Securities. 5.4 In the absence of timely instructions from the Client relating to the enforcement or exercise of rights, entitlements and offers regarding the Securities or the exercise of voting rights relating to the Securities, the Bank may, but shall not be obliged to, take any action which, in its discretion, it considers advantageous to the Client. In the context of this provision, in assessing whether the Client has a Claim (as described in Clause 12.2), the Bank will not be liable to the Client for any losses arising from the exercise or non exercise of its discretion. 5.5 Fractional positions resulting from corporate actions will be dealt with in accordance with the normal policies of the Bank from time to time, details of which are available on request. Page 5 of 17

6 6. Interest, dividends and settlement 6.1 Interest, dividends and other income entitlements due to the Client (after deduction of all applicable taxes, charges and other withholdings levied in the relevant jurisdiction) will be collected, processed and credited by the Bank to the Cash Account within three Business Days of/on the date of actual receipt of the notification of cleared funds having been received by the Bank. 6.2 With respect to any transaction involving Securities held in or to be acquired for the Custody Account, the Bank may, at its discretion, cause the Cash Account to be credited on a contractual settlement date with the proceeds of any relevant sale or exchange of Securities from the Custody Account and to be debited on a contractual settlement date for the cost of any relevant Securities purchase or acquired for the Custody Account (Contractual Settlement), in markets and for securities deemed appropriate for that practice by the Bank and notified to the Client from time to time, provided that: a) the Bank reserves the right to reverse any such credit or debit at any time if it determines in its absolute discretion that actual receipt will not be received in due course for that item; provided that the Bank will endeavour to give the Client at least two Business Days prior notice of any such reversal. The Bank may charge the appropriate Cash Account for the expense of providing funds associated with the advance in an amount not to exceed a commercially reasonable rate; b) Contractual Settlement is intended to facilitate settlement in ordinary course, and all credits made under this Clause 6.2 are made subject to actual collection. The Bank shall not be liable to the Client for any amount that is not actually collected in accordance with this Agreement. The Bank may terminate upon notice to the Client or suspend any part of the provision of the Contractual Settlement and shall use reasonable efforts to give two Business Days prior written notice to Client. 6.3 With respect to any transactions not covered by Clause 6.2, the proceeds from the sale or exchange of property will be credited and the cost of property purchased or acquired will be debited to the Cash Account on the date the proceeds in available funds or such property are actually received by the Bank. 7. Receipts and statements 7.1 The Bank shall, as soon as reasonably practical after deposit, transfer or delivery, provide the Client with a written receipt for all Property deposited with, transferred to or delivered to the Bank or its sub-custodians, nominees or agents pursuant to this Agreement. 7.2 The Bank will prepare quarterly statements of account providing details of the Property held for the Client by it or on its behalf pursuant to this Agreement. 7.3 The Client may object to any report or statement referred to in this Clause 7 by giving notice to the Bank at any time within 90 days of receipt of the relevant report or statement. 8. Communications 8.1 All communications between the Bank and the Client shall be in writing and may be delivered by hand, post, any means of recorded delivery or by facsimile to such address and facsimile number as set out in Clause 19 or as each party may notify to the other in writing from time to time. Communications from the Bank to the Client shall be deemed received at the time of actual delivery if delivered by hand or other means of recorded delivery, two Business Days after posting if sent within the United Arab Emirates and, if sent by facsimile, upon the issue to the Bank of a transmission report showing that there had been a complete and uninterrupted transmission. All communications to be sent by the Client to the Bank must be addressed to and actually received by the Asset Management Group of the Bank for there to have been proper delivery. Page 6 of 17

7 8.2 The Bank shall only accept instructions from the Client and such other parties as may be authorised in writing by the Client provided that the Client has complied with the Bank's requirements to confirm the identity, signature and authority limits of such third parties. The Bank may issue to the Client security codes, passwords or test keys or other authentication devices or procedures in order that the Bank may verify that certain transmissions of information have been originated from the Client. The Client shall be responsible for safeguarding such authentication procedure which the Bank makes available. 8.3 The Bank shall be under no duty to challenge or make any enquiries concerning valid or apparently valid communications or instructions. 8.4 The Bank may in an emergency, and at its sole discretion, accept instructions by telephone. The Bank shall send a facsimile confirmation of such telephone instruction which shall be for recordation purposes only and shall not affect the action taken by the Bank based on such telephone instructions. All oral communications given by the Client or any third party authorised by the Client to issue instructions shall be given at the Client s sole risk. 8.5 The Client expressly authorises the Bank to record any telephone communications. 8.6 Notwithstanding anything in this Clause 8, the Bank or any sub-custodian, nominee or agent may without liability on its part: a) decline to act on any instructions from the Client which in its opinion will or may involve the Bank, sub-custodian, nominee or agent acting contrary to any applicable law, rule, regulatory requirement or other duty; or b) In its absolute discretion (but without any duty to do so) decline to act on instructions which are not in the form customarily used by the Client and are not in writing; are otherwise incomplete, unclear, ambiguous and/or in conflict with other instructions received from the Client; or are believed by the Bank, sub-custodian, nominee or agent on reasonable grounds to have been inaccurately transmitted or not to be genuine; c) provided that in any case where the Bank, sub-custodian, nominee or agent declines to act on the Client's instructions, the Bank will notify the Client of any such decision as soon as reasonably practical. 9. Fees and expenses 9.1 The Bank's remuneration under this Agreement and the method of payment will be as set out in the Fee Schedule hereto as amended from time to time by written agreement between the Bank and the Client. 9.2 All such fees and expenses shall be automatically debited at the end of each month to the Cash Account or, if there are insufficient funds in the Cash Account, to any account of the Client maintained with the Bank and shall otherwise be payable on demand. 9.3 All such fees and expenses payable by the Client will not be reduced by any other remuneration or any profit received by the Bank from any third party in connection with transactions carried out by the Bank for the Client (and which the Bank may retain). Page 7 of 17

8 10. Lien 10.1 In addition to its rights under any applicable law, the Bank shall a) be entitled, without notice to the Client, to combine, consolidate or merge all or any of the Cash Accounts with, and liabilities to, the Bank or its affiliates, and may set off or transfer any sums held for the Client or standing to the credit of any such accounts in or towards the satisfaction of any liability of the Client to the Bank or its affiliates under or in connection with this Agreement, and may do so notwithstanding that the sums held for the Client or the balances on such accounts and the liabilities may be at different branches or affiliates or with a sub-custodian or third party and may not be expressed in the same currency and the Bank is hereby authorized to effect any necessary conversions at a reasonable commercial rate of exchange then prevailing; and b) have a lien over the Property in respect of all sums properly due and payable to it by the Client (whether actual or contingent) under the terms of this Agreement Without prejudice to any other right or remedy which it may have, the Bank may enforce its lien by selling and disposing of all or any part of the Property in such manner and at such price as it may deem expedient. The Bank shall apply the net proceeds in or towards payment or discharge of any sum or liability owed to it by the Client in such manner as it sees fit. The Bank shall not be responsible for any loss suffered by the Client as a result of the enforcement of its general lien and power of sale The Property may also be subject to a lien in favour of any sub-custodian, nominee or agent appointed by the Bank in accordance with this Agreement in respect of charges relating to the administration and safekeeping of such assets or of any depositary or settlement system. 11. Representations and warranties 11.1 Each party represents and warrants to the other party that: a) it is duly organised and in good standing in every jurisdiction where it is required so to be; b) it has the power and authority to sign and to perform its obligations under this Agreement; c) this Agreement is duly authorised and signed and is its legal, valid and binding obligation; d) any consent, authorisation or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party if required; e) any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and f) its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement The Client hereby represents and warrants to the Bank that: a) it has authority to deposit the Securities received in the Custody Account and the Cash in the Cash Account and there is no claim or encumbrance that adversely affects any delivery of Securities or payment of Cash made in accordance with this Agreement; Page 8 of 17

9 b) if the Client is not the owner of any Securities, the Bank is entitled to deal only with the Client as if the Client was such owner and the details provided by the Client to the Bank regarding the identity of the owner are true and complete in all respects; c) the Client has not relied on or been induced to enter into this Agreement by any representation other than those expressly set out in this Agreement; d) to enable the Bank to assume and continue to carry out its duties under this Agreement, the Client will deliver the Securities to the Bank or as the Bank may direct at the Client's expense and risk, in such manner, and with such documents, as the Bank may require, and will complete such transfers, mandates or other documents and to do such acts as may from time to time be required by the Bank to bring the Property under its control and to enable the Bank to deal with it as custodian, at the commencement of or at any time during the term of this Agreement; e) the Client will at all times maintain a sufficient balance in the Cash Account to settle all fees and expenses payable to the Bank in accordance with this Agreement and will, on first demand, promptly transfer sufficient cleared funds to the Cash Account to settle any shortfall; and f) the Client will at all times co-operate in providing the Bank with such information and documentation as it may require to satisfy any anti money-laundering rules or regulations (including the Bank s internal procedures) to which the Bank is subject. The Client undertakes to the Bank that the representations described above shall remain true and correct throughout the term of this Agreement. 12. Bank's liability to the Client 12.1 Subject to Clause 12.2 below, the Bank will carry out its duties under this Agreement with the skill and care reasonably expected of a professional custodian The Bank will be liable to the Client for losses, liabilities, costs, expenses and demands arising directly or indirectly from: a) the performance of its duties and obligations under this Agreement; and b) the exercise or non exercise of any discretions granted to it under this Agreement, which are suffered by or occasioned to the Client (a Claim) but only to the extent that the Bank has been negligent, fraudulent or in wilful default in respect of its duties under this Agreement. Negligence, fraud or wilful default will be judged by reference to standards prevailing in the jurisdiction of the Bank Notwithstanding Clause 3.2, the Bank shall be responsible for any Claim resulting from: a) the insolvency of any sub-custodian which is a subsidiary of the Bank; or b) the negligence, wilful misconduct or fraud of any sub-custodian which is a subsidiary of the Bank The Bank's liability for any Claim caused by any act or omission of the Bank (or any sub-custodian which is a subsidiary of the Bank) in connection with any Securities will not exceed the market value of such Securities immediately prior to the date that a loss, liability, cost, expense or demand has been suffered by or occasioned to the Client and will not include any special, general or consequential damages. Page 9 of 17

10 12.5 The Bank will not be liable for any Claim arising through any acts, events, delays or circumstances not reasonably within its control (or the control of any sub-custodian which is a subsidiary of the Bank or nominee selected and appointed by the Bank) (Force Majeure) or resulting from the general risks of investment in or the holding of assets in each relevant jurisdiction. Force Majeure includes without limitation acts of God; any change to the law, order or regulation of a governmental, supranational or regulatory body; currency restrictions, devaluations and fluctuations; any act of terrorism; market conditions affecting the execution or settlement of transactions or the value of assets; failure or breakdown in communications not reasonably within the Bank s control; and the failure of any relevant exchange or clearing house. For the avoidance of doubt, the following shall not constitute events of Force Majeure for the purposes of this Clause: the failure to maintain appropriate back-up and disaster recovery systems and measures in accordance with standard industry practice in the relevant country; and insufficiency of human or other internal resources The Client shall have no Claim where the Bank (or any sub-custodian which is a subsidiary of the Bank or nominee selected and appointed by the Bank) has acted in good faith: a) on instructions given by any method; or b) based on misunderstanding a telephone instruction or on the basis of an unclear facsimile instruction The Client understands and agrees that the Bank s performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Clearance System or market where or through which instructions are to be carried out and to which the Bank is subject and as exist in the country in which any Securities or Cash are held The Client shall be solely responsible for all filings, tax returns and reports on any transactions in respect of Securities or Cash or relating to Securities or Cash as may be required by any relevant authority, whether governmental or otherwise The Bank shall exercise reasonable care in receiving Securities but does not warrant or guarantee the form, authenticity, value or validity of any Security received by it. If the Bank becomes aware of any defect in title or forgery of any Security, the Bank shall promptly notify the relevant Client The Bank is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material not prepared by the Bank including the accuracy or completeness of any translation provided by the Bank in regard to such forwarded communication. 13. Indemnity Except insofar as the same may result from the negligence, wilful default or fraud of the Bank, its subcustodians and their respective nominees, directors, officers, agents and employees, the Client will indemnify the Bank, its sub-custodians and their respective nominees, directors, officers, agents and employees in respect of all actions, claims, losses, liabilities, costs, charges, fees (including but not limited to legal fees), expenses, demands, taxes, levies, imposts or duties (including but not limited to value added tax and stamp duties) and all income or other taxes or duties of any kind levied or assessed in respect of the Property on the Bank, its sub-custodians and their respective nominees, directors, officers, agents and employees arising directly or indirectly from (a) the performance of their duties under this Agreement or (b) in consequence of any breach by the Client of this Agreement. 14. Conflicts Page 10 of 17

11 The Bank may, without notifying the Client, carry out transactions with or for the Client: a) in which the Bank has a direct or indirect interest; or b) in circumstances where the Bank has a relationship with another party which does or may create a conflict with the Bank's duty to the Client; or c) in circumstances where the Bank or any of its associates may act as market maker in the Securities in question; or d) which relate to the provision of broking services to the Client and/or to other clients as evidenced in separate agreements; or e) which involve it acting as financial advisor, banker or otherwise providing services to the issuer of the Securities in question; or f) in which it acts in the same transaction as agent for more than one client; or g) in which it has an interest in the issue of the Securities; or h) in which it earns profits from any of the activities listed herein. 15. Industry practices Subject to agreeing separate terms in relation thereto, the Client authorises the Bank to engage in all internationally accepted banking practices for assets held in safe custody including securities lending and borrowing programs operated or permitted by any Clearing System. 16. Tax 16.1 The Client will provide to the Bank documentary evidence of its tax status in general and in the countries where Property is to be held including details of any special ruling or treatment not applicable to the general nationality and category of person to which the Client belongs under general laws and treaty obligations, as requested by the Bank or as may otherwise be required. The Client shall ensure that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. The Client undertakes to notify the Bank promptly after it becomes aware of any information that requires updating or correcting If any Taxes become payable with respect to any payment to be made to a Client, such Taxes will be payable by the relevant Client and the Bank may withhold the Taxes from such payment. The Bank may withhold any Cash held or received with respect to the Cash Account and apply such Cash in satisfaction of such Taxes. If any Taxes become payable with respect to any prior payment made to a Client by the Bank, the Bank may withhold any Cash in satisfaction of such prior Taxes. The relevant Client shall remain liable for any deficiency. 17. Confidentiality 17.1 Each party (the receiving party) shall keep confidential all information relating to the terms of this Agreement and all information provided to it by the other (the disclosing party) regarding the disclosing party and its associates, including information regarding its business, financial affairs, customers, operations or which is otherwise confidential (Confidential Information) and shall use that Page 11 of 17

12 information solely for the purposes contemplated by this Agreement or as may otherwise be agreed with the disclosing party The provisions of Clause 17.1 above shall not apply to any Confidential Information that: a) is publicly available at the time it is provided or subsequently becomes publicly available other than as a result of a breach of this Agreement by the receiving party; b) was demonstrably known to the receiving party (without an obligation of confidentiality) before its disclosure under this Agreement; c) is independently developed by the receiving party without recourse to information disclosed to it by the disclosing party; or d) is rightfully obtained on a non-confidential basis from a person other than the disclosing party, provided that the person is not known by the receiving party to be bound by an obligation of confidentiality in relation to that information Either party may disclose Confidential Information if required to do so by law, regulation or legal process. The Bank may disclose Confidential Information to its associates and professional advisers provided that it procures (in the case of its associates) or uses all reasonable efforts to ensure (in the case of advisers) that they keep the information confidential as if they had themselves entered into this Agreement. The Bank may disclose Confidential Information to its sub-custodians and delegates concerning the Client and the Property as necessary or reasonably desirable to perform the duties under this Agreement. 18. Termination 18.1 This Agreement shall continue for an initial term of 12 months. Thereafter, unless either party serves written notice of its desire to terminate at least 30 days prior to the end of a term, the term shall be automatically renewed for successive periods of 12 months Notwithstanding Clause 18.1, a) the Client may terminate this Agreement by giving not less than 60 days notice to the Bank to expire at any time; or b) the Bank may terminate this Agreement by giving not less than 90 days notice to the Client to expire at any time Notwithstanding Clause 18.1, this Agreement will be terminated automatically without notice if: a) the Client fails to remedy any breach by the Client of the terms of this Agreement within 30 days of receiving a written notice from the Bank requiring the Client to do so; or b) a bankruptcy order, winding up petition or similar order is made in respect of either party; or c) an administrator, receiver or similar officer is appointed over the assets or affairs of either party Termination will be without prejudice to the completion of transactions entered into prior to termination, whether pursuant to Clauses 18.1, 18.2 or 13.3 above. For the avoidance of doubt, Page 12 of 17

13 the provisions of this Agreement will continue to apply during any period of notice under Clauses 18.1 or All fees due in accordance with this Agreement shall be calculated up to the expiry of any notice period (where applicable) and will be payable on the date of the termination of this Agreement. All remedies and accrued rights under this Agreement shall survive the termination of this Agreement Subject to the completion of transactions entered into prior to termination, and the exercise of any rights of lien or other rights under this Agreement or any applicable law, the Bank will as soon as reasonably practicable after termination of this Agreement deposit, transfer or deliver to the Client (or such other person as the Client may have specified in writing to the Bank) the Property (and in the case of Securities (other than bearer Securities) securities of the same quantity, class and issue as the Securities originally deposited with the Bank) held at the date of termination If a party to this Agreement initiates the change of custodian, that party shall be responsible for any resulting costs. 19. Notices Any and all notices required or permitted to be given under this Agreement will be delivered by facsimile with a telephone confirmation of receipt, or will be in writing and delivered by hand or sent by first class or airmail post and will, in any case, be sent to the parties at the address set out below or to any such substitute address as either party may notify to the other from time to time: To the Bank: National Bank of Abu Dhabi PJSC P.O. Box 4 Abu Dhabi United Arab Emirates Telephone: Facsimile: For the attention of: Vikram S Shetty To the Client: Address: Telephone: Facsimile: For the attention of: 20. General 20.1 The provision of the services under this Agreement to the Client is not to be deemed exclusive, and the Bank and its delegates shall be free to render similar services to others and to retain for its own use and benefit all fees or other moneys payable Without prejudice to Clause9.1, this Agreement may only be varied with the written consent of both parties save that the Bank may by written notice to the Client, to take effect from the date of the notice, vary the terms of this Agreement where changes in market practice and/or legal or regulatory requirements necessitate an immediate change or changes to the manner in which the Bank performs its duties in this Agreement. Page 13 of 17

14 20.3 Neither party may assign this Agreement without the prior written consent of the other party provided that the Bank may, upon giving written notice, assign this Agreement to any subsidiary, to which such assignment the Client gives consent This Agreement shall be governed by the laws of Abu Dhabi and all applicable Federal Laws of the United Arab Emirates and each of the parties submits to the non- exclusive jurisdiction of the courts of the UAE situated in Abu Dhabi. 21. Definitions AED or Dirhams means the lawful currency from time to time of the United Arab Emirates. Business Day means a day on which banks are open for business to the general public in Abu Dhabi. Cash means money in the form of cash. Cash Account means a cash account in the Bank's books. Clearance System means any clearing agency, settlement system or depository (including any entity that acts as a system for the central handling of securities in the country where it is incorporated or organised or that acts as a transnational system for the central handling of securities) used in connection with transactions relating to Securities and any nominee of the foregoing. Confidential Information has the meaning given to it in Clause Contractual Settlement has the meaning given to it in Clause 6.2. Fee Schedule means the fee schedule referred to in Clause 9.1 which is attached to this Agreement as Schedule 1. Information means material information affecting Securities held in the Securities Account that is reasonably publicly available or which the Bank receives in its capacity of a registered holder of Securities concerning: a) corporate actions (including, without limitation, notices of calls and maturities of securities, expirations of rights in connection with securities, notices of takeover offers, capital reorganizations and exercise of conversion and subscription rights); b) income entitlement; and c) where the Bank offers a proxy voting service in a relevant market, shareholder voting rights. Market Infrastructures means public utilities, external telecommunications facilities and other common carriers of electronic and other messages, and external postal services. Property has the meaning given to it in Clause 1.2. Securities means any financial asset (other than Cash) including stocks, shares, derivatives, bonds, warrants, securities, mutual funds, fund of funds, hedge funds or other similar property or instruments (including evidence thereof or title thereto and all rights in respect thereof) for the Client on the terms of this Agreement. Securities Account means a securities account in the Bank's records reflecting Securities held for the account of the Client; Page 14 of 17

15 Securities System means a securities depository or securities clearing, book entry or other similar system. Taxes means all taxes, levies, imposts, charges, assessments, deductions, withholdings and related liabilities, including additions to tax, penalties and interest imposed on or in respect of Securities or Cash, the transactions effected under this Agreement or the Client. USD or U.S dollars means the lawful currency from time to time of the United States of America. Page 15 of 17

16 This Agreement has been entered into on the date set out above. Signed By: Signed By: For and on behalf of National Bank of Abu Dhabi PJSC For and on behalf of National Bank of Abu Dhabi PJSC In the presence of: Signed By: [Client Name] In the presence of: Page 16 of 17

17 SCHEDULE 1 Fee Schedule The client shall pay Safekeeping & Administration Fees as per the following schedule: - NIL The Safekeeping & Administration Fees will be calculated monthly on the Portfolio market value and be paid quarterly in arrears. Page 17 of 17