Common use of Performance by us Clause in Contracts

Performance by us. 9.1 We shall carry out the following actions only upon receipt of and in accordance with specific Instructions: a) make payment for and/or receive any Securities or deliver or dispose of any Securities except as otherwise specifically provided for in this Agreement; b) deal with Rights, conversations, options, warrants and other similar interests or any other discretionary right in connection with Securities; c) carry out any action affecting Securities, Cash or the Custody Account other than those specified in this Clause 9.1 but in each instance subject to our written agreement. 9.2 Absent of a contrary Instruction, we shall carry out the following without further Instructions: a) in your name or on your behalf, sign affidavits, certificates of ownership and other certificates and documents relating to Securities which may be required to obtain any Securities or Cash, or for disclosure purposes to evidence beneficial ownership to any tax or regulatory authority. We will notify the Manager within reasonable time prior to the provision of such documentation to such authority unless not practicable or we are under a legal or regulatory obligation not to do so; b) collect, receive, and/or credit the Custody Account, as appropriate, with all income, payments and distributions in respect of Securities and any capital arising out of or in connection with Securities (including all Securities received by us as a result of a stock dividend, bonus issue, share sub-division or reorganisation, capitalisation of reserves or otherwise) and take any action necessary and proper in connection therewith; c) exchange interim or temporary receipts for definitive certificates, and old or overstamped certificates for new certificates; d) open Cash and Securities accounts in the name of the Portfolio with other financial institutions provided that such accounts are subject only to drawings, instructions or orders by us; e) endorse for collection, in your name, cheques, drafts and other negotiable instruments; f) notify the Manager of notices, circulars, reports and announcements which we have received, in the course of acting in the capacity of custodian, concerning Securities held on your behalf that require discretionary action. We are not responsible for the form, accuracy or content of any notice, circulate, report, announcement or other material not prepared by us, including the accuracy or completeness of any translation provided by us in regard to such forwarded communication; g) make any payment by debiting your Cash Account or any other of your designated accounts with us, as required to effect any Instruction; h) attend to all non-discretionary matters in connection with anything provided in this Clause 9.2 or any Instruction; i) deliver to the Manager, transaction advices and/or regular statements of account showing the Securities and Cash held at such intervals as may be agreed between the Parties subject to applicable Regulatory Rules; j) provide reporting on your Securities and Cash positions; and k) comply with all necessary reporting obligations relating to statements of your financial instruments or funds as required under the FCA Rules. 9.3 We may not enter into arrangements for securities financing transactions or otherwise use assets in the Custody Account for our own account or the account of another client (including where held on behalf of a client in an omnibus account maintained by a third party) unless you have given express prior written consent to the Manager who will Instruct us accordingly and the use is restricted to the terms specified in writing by you. 9.4 You may engage us or an Affiliate to execute foreign exchange transactions upon Instructions for your account as agreed by us and the Manager in writing. You hereby acknowledge and accept that when we or our Affiliates are so engaged we may be dealing as principal you, or acting as agent for the counterparty as well as for you, and that we may be remunerated or make profits from those activities. 9.5 We shall, pursuant to Instructions, be responsible for the execution of subscription documentation in connection with the purchase of units or shares on your behalf in collective investment schemes or limited partnership agreements, deeds of adherence or deeds of assignment in connection with the purchase of limited partnership interests on your behalf (“your documentation”). We shall not be responsible for any liability arising out of any such investment in the relevant collective investment scheme or limited partnership, nor any liability for any representation or warranty given by us or our Nominee on your behalf to such collective investment scheme or limited partnership pursuant to the provisions of your documentation.

Performance by us. 9.1 11 .1 We shall carry out the following actions only upon receipt of and in accordance with specific Instructions: a) make payment for and/or receive any Securities or deliver or dispose of any Securities except as otherwise specifically provided for in this Agreementthese Terms; b) deal with Rights, conversations, options, warrants and other similar interests or any other discretionary right in connection with Securities; c) in so far as funds held by us on your behalf are available for the purpose, pay or cause to be paid out of the Cash, the payment of any management fees or any disbursements owed by you in connection with the management of your Portfolio, including without limitation the Investment Manager’s investment management fees; and d) carry out any action affecting Securities, Cash or the Custody Account other than those specified in this Clause 9.1 11, but in each instance subject to our written agreement. 9.2 11 .2 Absent of a contrary Instruction, we shall carry out the following without further Instructions: a) in your name or on your behalf, sign affidavits, certificates of ownership and other certificates and documents relating to Securities which may be required to obtain any Securities or Cash, or for disclosure purposes to evidence beneficial ownership to any tax or regulatory authority. We will notify the Manager you within reasonable time prior to the provision of such documentation to such authority unless not practicable or we are under a legal or regulatory obligation not to do so; b) collect, receive, and/or credit the Custody Account, as appropriate, with all income, payments and distributions in respect of Securities and any capital arising out of or in connection with Securities (including all Securities received by us as a result of a stock dividend, bonus issue, share sub-division or reorganisation, capitalisation of reserves or otherwise) and take any action necessary and proper in connection therewith; c) exchange interim or temporary receipts for definitive certificates, and old or overstamped certificates for new certificates; d) open Cash cash and Securities securities accounts in the your name of the Portfolio with other financial institutions provided that such accounts are subject only to drawings, instructions or orders by us; e) endorse for collection, in your name, cheques, drafts and other negotiable instruments; f) notify you or the Investment Manager of notices, circulars, reports and announcements which we have received, in the course of acting in the capacity of custodian, concerning Securities held on your behalf that require discretionary action. We are not responsible for the form, accuracy or content of any notice, circulate, report, announcement or other material not prepared by us, including the accuracy or completeness of any translation provided by us in regard to such forwarded communication; g) make any payment by debiting your the Cash Account or any other of your designated accounts with us, us as required to effect any Instruction; h) attend to all non-discretionary matters in connection with anything provided in this Clause 9.2 11 or any Instruction; i) deliver to the Manager, you transaction advices advice and/or regular statements of account showing the Securities and Cash held at such intervals as may be agreed between the Parties subject to applicable Regulatory Rules; j) undertake reconciliations of records relating to the Custody Account and provide you with Custody Account activity reports on a monthly basis, which shall include the basis on which assets shown in the reports are valued, and such other reporting as agreed between the Parties in Clause 13, and as you may from time to time reasonably request; and k) provide reporting on your Securities and Cash positions; and k) comply with all necessary reporting obligations relating to statements of your financial instruments or funds as required under the FCA Rules, via our proprietary online banking system. 9.3 11 .3 We are not responsible for the form, accuracy or content of any notice, circulate, report, announcement or other material provided under Clause 11.2f) not prepared by us, including the accuracy or completeness of any translation provided by us in regard to such forwarded communication, except that where we prepare (or have instructed a third party to prepare) a translation. 11 .4 We will not be obligated to provide the services outlined in Clause 11.2k) of these Terms if our proprietary online banking system is unavailable due to system downtime or maintenance. 11 .5 We will not create, or enter into on your behalf, any lien, pledge or charge on the assets in the Portfolio other than as permitted in these Terms. 11 .6 We may not enter into arrangements for securities financing transactions or otherwise use assets in the Custody Account for our own account or the account of another client (including where held on behalf of a client in an omnibus account maintained by a third party) unless you have given express prior written consent to the Manager who will Instruct us accordingly and the use is restricted to the terms specified in writing by you. 9.4 11 .7 You may (or the Investment Manager) may, in your discretion, engage us or an Affiliate to execute foreign exchange transactions upon Instructions for your account as agreed by us and the Manager in writingaccount. You hereby acknowledge and accept that when we or our Affiliates are Affiliate is so engaged we it may be dealing as principal with you, or acting as agent for the counterparty as well as for you, and that we may be remunerated or make profits from those activities. 9.5 We shall11 .8 In the event that you invest in financial futures or options on futures, pursuant you (or the Investment Manager) shall direct us: a) to transfer initial margin to a futures commission merchant or safekeeping bank as directed by any Instructions; and b) to pay or demand variation margin to or from the designated futures commission merchant based on daily marking to market calculations and in accordance with accepted industry practices. 11 .9 In the event that you (or the Investment Manager) engage in any type of options transactions (including, be responsible but not limited to, put and call options), we are authorised to sign any escrow receipt presented to us as your custodian which may serve as collateral for the execution of subscription documentation in connection with the purchase of units or shares on your behalf in collective investment schemes or limited partnership agreementssuch transaction, deeds of adherence or deeds of assignment in connection with the purchase of limited partnership interests on your behalf (“your documentation”). We shall not be responsible for any liability arising out of any such investment in the relevant collective investment scheme or limited partnership, nor any liability for any representation or warranty given by us or our Nominee on your behalf and is directed to such collective investment scheme or limited partnership pursuant adhere to the provisions of such escrow receipt, the provisions of which shall prevail in the event of a conflict with the terms of these Terms. 11 .10 In the event that you (or the Investment Manager) engage in short sale transactions, our responsibilities shall be limited to putting the short positions on record, and accepting or transferring Cash or Securities to or from your documentationCustody Account in accordance with your Instructions.

Performance by us. 9.1 We shall carry out the following actions only upon receipt of and in accordance with specific Instructions: a) make payment for and/or andƒor receive any Securities or deliver or dispose of any Securities except as otherwise specifically provided for in this Agreement; b) deal with Rights, conversations, options, warrants and other similar interests or any other discretionary right in connection with Securities;; andƒor c) carry out any action affecting Securities, Cash or the Custody Account other than those specified in this Clause 9.1 but in each instance subject to our written agreement. 9.2 Absent of a contrary Instruction, we shall be entitled, acting in good faith, to carry out the following without further Instructions: a) in your name or on your behalf, sign affidavits, certificates of ownership and other certificates and documents relating to Securities which may be required to obtain any Securities or Cash, or for disclosure purposes to evidence beneficial ownership to any tax or regulatory authority. We will notify the Manager within reasonable time prior to the provision of such documentation to such authority unless not practicable or we are under a legal or regulatory obligation not to do so; b) collect, receive, and/or andƒor credit the Custody Account, as appropriate, with all income, payments and distributions in respect of Securities and any capital arising out of or in connection with Securities (including all Securities received by us as a result of a stock dividend, bonus issue, share sub-division sub−division or reorganisation, capitalisation of reserves or otherwise) and take any action necessary and proper in connection therewith; c) exchange interim or temporary receipts for definitive certificates, and old or overstamped certificates for new certificates; d) open Cash and Securities accounts in the name of the Portfolio with other financial institutions provided that such accounts are subject only to drawings, instructions or orders by us; e) endorse for collection, in your name, cheques, drafts and other negotiable instruments; f) notify the Manager of notices, circulars, reports and announcements which we have received, in the course of acting in the capacity of custodian, concerning Securities held on your behalf that require discretionary action. We are not responsible for the form, accuracy or content of any notice, circulate, report, announcement or other material not prepared by us, including the accuracy or completeness of any translation provided by us in regard to such forwarded communication; g) make any payment by debiting your Cash Account or any other of your designated accounts with us, as required to effect any Instruction; h) attend to all non-discretionary non−discretionary matters in connection with anything provided in this Clause 9.2 or any Instruction; i) deliver to the Manager, transaction advices and/or andƒor regular statements of account showing the Securities and Cash held at such intervals as may be agreed between the Parties subject to applicable Regulatory Rules; j) provide reporting on your Securities and Cash positions; and k) comply with all necessary reporting obligations relating to statements of your financial instruments or funds as required under the FCA Rules. 9.3 We may not enter into arrangements for securities financing transactions or otherwise use assets in the Custody Account for our own account or the account of another client (including where held on behalf of a client in an omnibus account maintained by a third party) unless you have given express prior written consent to the Manager who will Instruct us accordingly and the use is restricted to the terms specified in writing by you. 9.4 You may engage us or an Affiliate to execute foreign exchange transactions upon Instructions for your account as agreed by us and the Manager in writing. You hereby acknowledge and accept that when we or our Affiliates are so engaged we may be dealing as principal for you, or acting as agent for the counterparty as well as for you, and that we may be remunerated or make profits from those activities. 9.5 We shall, pursuant to Instructions, be responsible for the execution of subscription documentation in connection with the purchase of units or shares on your behalf in collective investment schemes or limited partnership agreements, deeds of adherence or deeds of assignment in connection with the purchase of limited partnership interests on your behalf (“your documentation”). We shall not be responsible for any liability arising out of any such investment in the relevant collective investment scheme or limited partnership, nor any liability for any representation or warranty given by us or our Nominee on your behalf to such collective investment scheme or limited partnership pursuant to the provisions of your documentation.