EX-99.23(g)(31)
Proxy voting/draft addendum 06-09
International Proxy Voting Addendum dated August 12, 2009
To Master Global Custody Agreement dated August 12, 2009
Whereas, pursuant to the Master Global Custody Agreement referenced above
(together with this, and any other addenda thereto, the "Agreement"), Customer
has requested that JPMorgan provide certain proxy services to Customer and
JPMorgan is prepared to do so on the terms and conditions hereinafter set forth;
and
Whereas, it is the intention of the parties that the services offered by
JPMorgan under this Addendum will be limited to Securities other than U.S.
Securities;
Now, therefore, JPMorgan and Customer agree as follows:
1. Subject to and upon the terms of this sub-section, JPMorgan will provide
Customer (or its Authorized Person) with (or make available on-line)
information, which it receives on matters to be voted upon at meetings of
holders of Securities ("NOTIFICATIONS"), and JPMorgan will act in accordance
with Instructions from Customer (or its Authorized Person) in relation to such
Notifications ("THE PROXY VOTING SERVICE"). If information is received by
JPMorgan too late to permit timely voting by Xxxxxxxx (or its Authorized
Person), JPMorgan's only obligation will be to provide, so far as reasonably
practicable, a Notification (or summary information concerning a Notification)
on an "information only" basis.
2. The proxy voting service is available only in certain markets, details
of which are available from JPMorgan on request. X.X. Xxxxxx may add markets to
or remove markets from the list of proxy voting services markets upon notice to
the Customer. Provision of the proxy voting service is conditional upon receipt
by JPMorgan of a duly completed enrollment form as well as additional
documentation that may be required for certain markets.
3. JPMorgan will act upon Instructions to vote on matters referred to in a
Notification, provided Instructions are received by JPMorgan by the deadline
referred to in the relevant Notification. If Instructions are not received in a
timely manner, JPMorgan will not be obligated to provide further notice to
Customer (or its Authorized Person) and shall not be obliged to vote. It is
Customer's obligation to monitor the agreed means of providing Notifications to
determine if new Notifications have been received.
4. JPMorgan reserves the right to provide Notifications or parts thereof in
the language received. JPMorgan will attempt in good faith to provide accurate
and complete Notifications, whether or not translated.
5. Customer acknowledges that Notifications and other information furnished
(or made available on-line) pursuant to the proxy voting service ("INFORMATION")
are proprietary to JPMorgan and that JPMorgan owns all intellectual property
rights, including copyrights and patents, embodied therein. Accordingly,
Customer (or its Authorized Person) will not make any use of such information
except in connection with the proxy voting service.
6. In markets where the proxy voting service is not available or where
JPMorgan has not received a duly completed enrollment form or other relevant
documentation, JPMorgan will not provide Notifications to Customer (or its
Authorized Person) but will endeavor to act upon Instructions to vote on matters
before meetings of holders of Securities where it is reasonably practicable for
JPMorgan (or its Subcustodians or nominees as the case may be) to do so and
where such Instructions are received in time for JPMorgan to take timely action.
7. Customer acknowledges that the provision of the proxy voting services
may be precluded or restricted under a variety of circumstances. These
circumstances include, but are not limited to:
(a) the Securities being on loan or out for registration;
(b) the pendency of conversion or another corporate action;
(c) Securities being held at Customer's request in a name not subject to
the control of JPMorgan or its Subcustodian;
(d) Securities being held in a margin or collateral account at JPMorgan or
another bank or broker, or otherwise in a manner which affects voting;
(e) local market regulations or practices, or restrictions by the issuer;
(f) JPMorgan may be required to vote all shares held for a particular
issue for all of JPMorgan's customers on a net basis (i.e., a net yes
or no vote based on voting instructions received from all its
customers). Where this is the case, JPMorgan will inform Customer (or
its Authorized Person) by means of the Notification.
To the extent that it is practicable and permissible under the
circumstances, JPMorgan shall, upon written notification from Customer (or its
Authorized Person), use reasonable efforts to assist Customer (or its Authorized
Person) in voting proxies.
8. Notwithstanding the fact that JPMorgan may act in a fiduciary capacity
with respect to Customer under other agreements, in performing active or passive
voting proxy services JPMorgan will be acting solely as the agent of Customer,
and will not exercise any discretion, with regard to such proxy services or vote
any proxy except when directed by an Authorized Person.
9. JPMorgan may provide the proxy voting service through a third party
provided (subject to the terms of this Agreement), that JPMorgan will be liable
for the performance of such third party to the same extent as JPMorgan would
have been if it performed the proxy voting service itself. The Customer confirms
that JPMorgan is authorized to disclose information relating to the holdings of
Securities in each Account to such third party for the purpose of determining
the Customer's eligibility to exercise any voting rights attached to such
Securities.
In Witness Whereof, Xxxxxxxx and JPMorgan have executed this Addendum as of
the day and year first above written.
[Customer]
By /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
JPMorgan Chase Bank, N.A.
By /s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
