1. THE SERVICE.
These Safekeeping Custody Service Terms (the “Service Terms”) set forth the terms under which Bank will establish, and Customer may use, Bank’s safekeeping service to allow customer to open an account with Bank (a “Custody Account”) to place certain Securities (defined below) with Bank as custodian, in order to hold such Securities and provide the services as further described herein (the “Service”). The Service is also governed by the General Provisions of the Treasury Management Terms and Conditions Agreement (the “Agreement”) as if fully incorporated herein and all Applicable Laws. In the event of a conflict between these Service Terms and other terms in the Agreement, these Service Terms shall control. Unless otherwise defined herein, any capitalized terms shall have the meaning as set forth in the Agreement or the Operating Rules, as applicable. Any reference to the Agreement herein shall include these Service Terms.
Definitions
"Security" or "Securities" means an investment instrument(s) commonly known as a security in banking custom or practice, and of a type acceptable to Bank from time to time.
2. IMPLEMENTATION
Upon receipt of the information required by Bank, Bank shall establish and maintain a Custody Account for and in the name of Customer and hold therein all Securities deposited with or collected by Bank in its capacity as custodian for the Account. Subject to these Service Terms, Bank agrees to hold Securities in the Custody Account that are from time to time deposited by Customer or collected by Bank on behalf of Customer.
3. DELIVERY AND RETURN OF SECURITIES.
Bank shall accept delivery from and on behalf of Customer such Securities as shall, from time to time, be acceptable to Bank. Any Securities now held by Bank for Customer under a prior safekeeping or custody agreement shall be deemed to have been deposited hereunder. Bank shall have no responsibility to (i) determine the validity, genuineness or alteration of the Securities or related instruments delivered pursuant to the Service Terms; (ii) review the Securities; or (iii) provide advice to Customer relative to the purchase, retention, sale, exchange, disposition, call for redemption of the Securities or related instruments. The parties acknowledge that Bank is performing the Services strictly as set forth herein, and this does not relieve Customer of its duty to manage and keep itself informed of information affecting Customer’s portfolio.
Customer authorizes Bank to use, as sub-custodian, the Federal Reserve Bank or other sub-custodian selected by Bank in good faith from time to time, to hold all Securities to provide the Service. Placement by Bank of Securities with the Federal Reserve Bank or other sub-custodian shall neither augment nor diminish Bank's duties or obligations under these Service Terms, provided that Bank shall have no liability and shall be held harmless by Customer for any Losses incurred as a result of or arising out of the acts or failure to act of the Federal Reserve Bank or other sub-custodian selected by Bank. Subject to the terms above, Bank is authorized to re-register the Securities in the name of Bank or its sub-custodian unless alternative and acceptable registration instructions are promptly furnished by Customer.
4. CUSTOMER INSTRUCTIONS
All directions by the Customer to Bank pursuant to the terms and conditions hereof shall be in writing (including email) or received by any other means and identified as having been given or authorized by an Authorized Representative of Customer. Bank is hereby relieved from all liability for acting upon any direction, oral or written, received by Bank in good faith and believed by Bank to be authentic. Instructions received by any other means shall include verbal Instructions, provided that any verbal Instruction shall be promptly confirmed in writing. In the event verbal Instructions are not subsequently confirmed in writing, as provided above, Customer agrees to hold Bank harmless and for any Losses in connection with Bank acting on such verbal Instructions in good faith.
If Bank permits and Customer elects to send Instructions to Bank using one of the Channels offered by Bank, Bank shall be authorized to rely and act upon any Instructions received by it through that Channel, provided that such Instructions are accompanied by Security Procedures which Bank has furnished to Customer and by any method mutually agreed to by Bank and Customer.
In the event that Bank shall receive conflicting Instructions from Customer regarding any particular security or transaction, Bank shall make reasonable efforts to resolve such conflict; provided, however, Bank may rely upon the Instruction first received by Bank and Bank is hereby held harmless from all consequences of such reliance, including any Losses incurred by Customer as a result of Bank following the Instruction first received.
5. DUTIES OF BANK.
Titles to all Securities held in safekeeping or pledged shall remain in Customer’s name, and Bank is subject at all times to specific directions of Customer with respect to all matters in connection with the management, servicing, and handling of the securities. Bank will hold pledged Securities upon request by Customer. The written consent of the pledgee must be on file with Bank before release can be made. In the absence of such written consent, Bank will effect substitutions of like par amounts of unpledged securities from Customer's account, and issue new advices of deposit to pledgees.
6. COLLECTION OF PRINCIPAL AT MATURITY.
Bank is authorized to collect, receive and receipt for the principal of all Securities when and as the same may mature, be redeemed, or be sold upon the order of Customer. The proceeds of such collections, as well as any other principal payments received for any Securities, will be credited to Customer’s designated Account. Bank will collect the principal amount of the Securities at maturity and at dates of call for payment, but assumes no responsibility for its inability to do so due to the acts or omissions of Customer, any issuer of Securities or such issuer's paying agent, or any third party. Bank shall not be obligated to institute or participate in any legal proceedings relative to any such acts or omissions. Bank will not be liable for the insolvency, or default in the payment of principal or interest or in the performance, of the issuer of any Securities
7. DISTRIBUTION OF INCOME; CHARGES.
Bank agrees to collect and receive the dividends, interest and other income from the Securities and will credit Customer’s designated Account for such items, unless otherwise agreed by Bank in writing. The Bank will collect and receive such dividends, interest and other income from the Securities but assumes no liability for its inability to do so due to the acts or omissions of Customer, any issuer of Securities or such issuer's paying agent, or any third party. Bank shall not be obligated to institute or participate in any legal proceedings relative to any such acts or omissions. Bank is hereby authorized to sign, on Customer’s behalf, any declarations, affidavits, certificates of ownership, or other documents which are now or may hereafter be required with respect to coupons, registered interest, dividends or other income on Securities. In addition to Customer’s indemnification obligations under the General Provisions. In addition to Customer’s indemnification obligations set forth in the General Provisions, Customer hereby agrees to reimburse, indemnify and hold Bank harmless from and against any Losses arising out of or related to the execution of any such documents by Bank. Charges, if any, will be charged to Customer’s Account, unless other arrangements are made with Bank in writing.
8. BANK POWER OF ATTORNEY
In addition to other rights granted to Bank pursuant to the terms of this Service, Bank is authorized and empowered in the name of and on behalf of Customer to execute any certificates of ownership or other instruments which are or may hereafter be required by any regulations of the United States or any state or political subdivision thereof, so that Bank may fulfill its obligations hereunder as required in connection with any Securities.
9. STATEMENTS.
Statements are provided as of the last day of each month with a summary of the Securities held in the Custody Account.
10. INVESTMENT RESPONSIBILITY
Unless otherwise agreed in writing by Bank and Customer, Bank is under no duty to (i) advise Customer relative to the investment, purchase, retention, sale, or other disposition of any Securities held hereunder; (ii) supervise Customer's investments, purchases or sales; (iii) invest, or see to the investment of, any cash proceeds or other cash deposited hereunder and held by Bank; or (iv) determine whether any investment or sale made for the account of Customer is made in conformity with Customer's requirements or understandings. Bank's duties hereunder are strictly ministerial in nature and are limited to those duties expressly set forth for the Service. Nothing in these Service Terms or how Bank provides the Service shall be construed to impose fiduciary responsibilities on Bank.
11. DUTIES AFTER TERMINATION.
Upon termination of the Service, any Securities remaining in the custody of Bank shall be delivered to Customer, subject to receipt of Customer’s Instruction pursuant to Section 4 above.