Common use of CUSTODY TERMS Clause in Contracts

CUSTODY TERMS. 18.1. Where the Client’s Assets are held or received by the Company, the Company may agree to arrange custody for Assets (“Custody Assets”) to be held in custody. The Company will open, or cause to be opened, such Accounts as are required to safeguard adequately the Client’s ownership rights in those securities and other Assets in the event of the Company’s insolvency, and to minimise the chance of loss or diminution of those Assets. 18.2. The Client hereby authorises the Company to register or arrange the registration of Custody Assets in any name permitted by the Laws. Normally, Custody Assets will be held in the name of an eligible nominee. However, where the Custody Assets are subject to the Laws or market practice outside the Republic of Kazakhstan and it is in the Client’s best interests to do so, the Company may register or record Custody Assets in the name of the custodian or the Company name. If Custody Assets are held in Company name or that of a custodian, the Custody Assets may not be segregated or separately identifiable from the Company Assets or those of a custodian and, in the event of a default by the Company or the custodian, may be not as well protected from any claims by the Company creditors. 18.3. The Company is responsible for the acts of the Company’s nominee to the same extent as for the Company’s own acts. The Company accepts no liability for the default of any other nominees, custodians or third parties. 18.4. Investments registered or recorded in the name of a nominee will be pooled with those of one or more of the Company’s other clients. Accordingly, the Client’s individual entitlements may not be identifiable by separate certificates, physical documents or entries on the register or equivalent electronic records. In the event of an irrecoverable shortfall following any default or failure by the custodian responsible for pooled investments, the Client may not receive full entitlement and may share in that shortfall pro-rata to original share of the Assets in the pool. When corporate events (such as partial redemptions) affect some but not all of the investments held in a pooled Account, the Company will allocate the investments so affected to particular clients in such fair and equitable manner as the Company consider appropriate (which may without limitation involve pro rata allocation). 18.5. The Company will claim all amounts of any dividends, interest, payments or analogous sums to which the Client may be entitled in relation to Custody Assets and of which the Company are notified, but the Company shall not be responsible for claiming any entitlement or benefit the Client may have under any applicable taxation treaty or arrangement. 18.6. The Client shall be solely responsible for assessment of risks in relation to the purchase and sale of Securities and any corporate actions performed. 18.7. The Company shall make no representations or warranties in relation to Securities. The Company shall make no representations or warranties in relation to any opinions expressed to the Client concerning the advisability of investing in any securities (whether in writing or verbally) and in connection with any such Securities or with investments in general, except for the provision of general description of the nature and risks associated with financial instruments given to the Clients or potential Clients. 18.8. Corporate Actions notices may have been obtained from sources which the Company does not control and may have been translated or summarized. Although the Company may believe that such sources to be reliable, the Company have no duty to verify the information contained in such notices nor faithfulness of any translation or summary and therefore does not guarantee its accuracy, completeness or timeliness, and the Company shall not be liable to the Client for any loss that may result from relying on such notices. 18.9. The Client is obliged independently to track all corporate actions of the securities’ issuers including but not limited to: • rights issue, preemptive right; • bonus issue; • stock split; • consolidated stock; • return of capital of shareholders; • date of accrual and repayment of dividends. 18.10. In case of participation in a corporate action of the issuer, the Client undertakes to submit to the Company an application for such participation no later than 2 working days prior to such corporate action. 18.11. During participation of the Client in any corporate action of the issuer, the Company is obliged to include such corporate action in the Client’s report. Information, reflected in the Client’s report, is considered to be correct and proving actual participation of the Client in the corporate action of the issuer. 18.12. Details of the proxy voting services offered by the Company are available on the Client’s request only. Neither the Company nor its sub-custodians or nominees shall execute any form of proxy, or give any consent or to take any actions, in relation to any Securities except upon the Client’s instruction. Until the Company receives the Client’s Instructions to the contrary the Company is authorized to and shall: a) present, upon notice, all Securities called for redemption or otherwise matured, and all income and interest coupons and other income items which call for payment upon presentation; and b) execute certificates and documents as may be required to obtain payment in respect of securities. 18.13. The Company will credit the Client’s Account with income and redemption proceeds only after actual receipts. The Company will credit the Client’s Account with income on financial instruments no later than the next business day after the date of their actual receipt. 18.14. Neither the Company nor the Company’s sub-custodians shall be obliged to institute legal proceedings, file a claim or proof of claim in any insolvency proceeding or take any action with respect to collection of income or redemptions proceeds. 18.15. The Company shall use reasonable skill and care in performing the Client’s obligations under this Agreement and the Company shall look after Assets with the same degree of skill and care as it does for its own similar assets in the relevant markets. Neither party shall have any liability arising from this Agreement or from any obligations which relate to this Agreement for any indirect, special, punitive, or consequential loss or damage. 18.16. Use of financial instruments held by the Company on behalf of a client: a) The Company may enter into arrangements for securities financing transactions in respect of financial instruments held by it on behalf of the Client or may use such financial instruments for its own Account or the Account of another Client of the Company. b) The Company may enter into arrangements for securities financing transactions in respect of financial instruments held by it on behalf of the Client in an Omnibus Account held by a third party, or use financial instruments held in such an Account for its own Account or for the Account of another client.