BB Grand Cayman Branch
PO Box 1360 GT, KY1-1108, Grand Cayman – Cayman Islands – Phone: 1 345 949-7012 Fax: 1 345 949-8872 E-mail: email@example.com
Dear Sir or Madam:
SAFE CUSTODY AGREEMENT
This agreement sets out the terms and conditions upon which we, Banco do Brasil S.A.- Grand Cayman Branch, will provide
Safe Custody and related services to you in respect of securities which you may request us to hold and which we agree to
hold as your custodian.
Upon commencement of this agreement we shall open in our books a custody account in your name in which securities
deposited with us or received by us from time to time for your account shall be recorded and such securities shall be kept in
custody in accordance with the provisions of this agreement.
We shall be entitled to engage:
(a) sub custodians, nominees, agents, depositories and clearing systems, for the purpose of carrying out any or all of our
duties hereunder and to delegate such of our powers and duties hereunder as we see fit or as you direct in writing. In this
agreement, all references to “we” or “our” or “us” shall include such sub-custodians, nominees, agents, depositories and
clearing systems; and
(b) any lawyer, accountant, or other expert whose advice or services may to us seem necessary, expedient or desirable.
If we shall or may incur any reasonable expenses in carrying out any of our duties hereunder we shall not be obliged to
carry out such duties unless and until you shall have made available to us on request funds which are in our opinion sufficient
to meet such expenses.
3. Registration, Settlement and Responsibility for Acts of Custodians
We will register all registered securities held by us in our capacity as custodian in a nominee name of an eligible custodian
(including affiliated companies within the Banco do Brasil group) chosen by us within the meaning of the Rules of The
Monetary Authority of the Cayman Islands or elsewhere at our discretion.
You should be aware that there may be different settlement, legal and regulatory requirements in overseas jurisdictions
from those applying in the Cayman Islands, together with different practices for the separate identification of your securities.
We can combine any securities on a fungible or non fungible basis in a designated safe custody account combined with
securities of other customers.
This may mean that:
1. Individual customer entitlements may not be identifiable by separate certificates, other physical documents of title or
equivalent electronic record; and
2. In the event of an unreconcilable shortfall after the default of a custodian, customers may share in that shortfall pro rata.
We shall not be held responsible for any act or omission of any eligible custodian to whom securities are entrusted by us
hereunder or liable in the event of default by such eligible custodian unless it is an affiliated company of ours.
4. Interest, Dividends and Income
In connection with the services provided herein we shall receive interest, dividends or other income paid to us in respect
of any securities in our possession or held to our order, and distribute such income in accordance with your instructions
subject to such deductions on account of income, proceeds of redemption, corporation, withholding or other taxes or duties
required to be made in respect thereof. Such interest, dividends or other income shall be credited to a client cash account in
our name until distribution in accordance with your instructions. We shall be under no obligation (but shall be entitled and
intend, without obligation) to claim or collect monies receivable in respect of such securities where payment is not made or
remitted to us or our nominee in the ordinary course of business.
5. Transactions with Securities in Custody
We shall, upon receipt of your proper and timely instructions:
(a) receive free of payment, at such location as may be required by any relevant clearing system, securities, to which this
(b) surrender, deliver or exchange, free of payment, any securities to which this agreement relates;
(c) pay out the interest, dividends or other income received by us as described in paragraph 4.
Notwithstanding the above, we shall not be responsible for the title, validity or genuineness of any securities or payment
made under the terms of this agreement. We shall not be liable for any act done in good faith including transfer upon an
instruction which subsequently is shown to have been given by a person or persons other than yourselves or your duly
6. Inventories of Securities
We shall provide you at no more than quarterly intervals, a current inventory of the securities to which this agreement
relates together with a record of the location of such securities. It will be your responsibility to reconcile your records with
such inventories and inform us of any errors or omissions in such inventories within 30 days. Failure to do so within 30 days
of receipt of any such inventory shall be evidence of your approval.
7. Possession of Securities
We shall not part with the possession of any securities to which this agreement relates other than upon your instructions
pursuant to paragraph 9 of this agreement.
8. Stock Lending
You hereby instruct us to make arrangements with eligible custodian for the lending of such of the investments we are
holding for you as you may from time to time authorize us to do on the terms of this paragraph. Such lending will be under
eligible custodian’s standard supplementary terms and conditions governing the lending and borrowing of securities
through Euroclear or Clearstream Banking in force from time to time. The automatic lending programme option will not
apply. A copy of the current version of such terms and conditions is attached to this agreement. You authorise us to
operate stock lending on your behalf and to give instructions to eligible custodian in respect of your investments under
such terms and conditions without reference to you unless you otherwise specifically request it. You appreciate that
lending of your investments as described in this paragraph is at your risk, and that we are not responsible for the safe
return of the investments loaned by you, or in respect of the payment of dividends or coupons or non cash distributions
during the period of the loan. You should refer to the terms and conditions described in this paragraph for eligible
custodian’s responsibility for such matters.
(a) Any notice, instruction or other communication to be given to us hereunder shall, unless otherwise agreed in
writing in accordance with paragraph 9(b) below, be given in writing by an Authorised Person and shall be delivered by
hand, or at your option, by first class prepaid post (airmail if overseas) or by facsimile to our address or facsimile number
as set out herein or to such other address or facsimile number as we may from time to time notify to you in accordance
with this paragraph 9.
(b) Where we agree in writing to accept any notice, instruction or other communication hereunder or any specified
class or classes thereof by telephone you shall, promptly following any such telephone communication, confirm the same
in writing by an Authorised Person in accordance with paragraph 9(a) above. We are authorised to act on any such notice,
instruction or other communication given by telephone notwithstanding the failure of an Authorised Person to send such
confirmation in writing or the failure of such confirmation to conform to the telephone communication received by us and
we shall be indemnified by you accordingly. We may electronically record any telephone communication.
(c) You authorise us to accept and act upon any notice, instruction or other communication received by us without
enquiry. We may (without prejudice to the foregoing) seek clarification or confirmation of a notice, instruction or other
communication from an Authorised Person and may decline to act thereon if we do not receive clarification or
confirmation satisfactory to us. We shall not be liable for any loss arising from any delay whilst we obtain such clarification
or confirmation or from exercising our right to decline to act in the absence of such clarification or confirmation.
(d) For the purposes of this paragraph 9, the expression "Authorised Person" means any person notified to us by you
in writing (giving the full name of such person and a specimen of that person's signature) as being authorised to sign any
notice, instruction or other communication hereunder on your behalf. Unless we receive written notice to the contrary
we may assume that the authority of any such person is continuing.
We will endeavour to pass you notification of any rights or entitlements attaching to the securities to which this
agreement relates, but shall not be liable for any failure on our part to do so. In the absence of specific instructions from
yourselves, we will take no action in respect of any such rights or entitlements. For the avoidance of doubt, but without
prejudice to the generality of the foregoing, such rights and entitlements shall include conversion and subscription rights,
dealing with takeovers, other offers or capital reorganisations, and the exercise of voting rights.
In consideration of us acting as custodian of your securities pursuant to this agreement, you will pay to us such fees
as may from time to time be agreed between ourselves. Such fees may be varies by ourselves giving notice to yourselves,
such notice to take effect on a date specified in such notice being a date not less than seven days after the date of such
12. Declaration and Indemnity
You confirm and undertake that, subject to the terms of this agreement and unless we otherwise agree, the securities
to which this agreement relates are, and will be while this AGREEMENT is in force, free from any lien, pledge, charge or
encumbrance and are beneficially owned by you. You undertake to indemnify and hold us, our officers and employers
harmless against any losses, liabilities, actions, proceedings, costs, claims, demands, expenses (each a “loss”) which
relates to the securities we are providing safe custody to you, our custody thereof or the involvement of any sub-custodian
or third party appointed in accordance with paragraph 2 except that we shall be liable for any loss which arises as a direct
result of the wilful default, negligence or fraud of us any of our officers or employees (but excluding those of any sub-
custodian or third party who is not an affiliated company of ours).
13. Custodian’s Rights
(a) At all times during this agreement when any sum shall be due and payable but remains unpaid, we may retain
possession of and shall have the right to sell, or otherwise dispose of or deal with such securities as may, in our judgment
and discretion, equal to such sum then due and payable but unpaid by you to us.
(b) Subject to the rights set out in the first part of this paragraph, we confirm and undertake that, subject to the terms
of this agreement and unless we otherwise agree, the securities to which this agreement relates are, and will be while this
agreement is in force, free from any lien, pledge, charge or other encumbrance created by us.
(c) For the purpose of this paragraph 13, all references to “we”, “our” or “us” will include our agents, nominees and
sub-custodians to the extent of custody and administration charges only.
14. Taxes and the Payments
You hereby assume any and all obligations wherever imposed, both now and at any time hereafter, by any applicable
tax laws or regulations with respect to any sale, transfer, delivery or receipt of any securities pursuant to this agreement.
You undertake to instruct us with respect to the execution on your behalf, where possible, of certificates or other
documents which are, or may be hereafter, required by any regulations of the Monetary Authority in the Cayman Islands or
elsewhere in relation to any securities to which this agreement relates or has related during any relevant fiscal period on
the basis of information supplied to us by you, that you shall provide us with such information and such assistance as we
You agree to complete any forms or declarations required by any relevant taxation authority for you to receive interest
and/or dividends gross or subject to a reduced rate of withholding tax, and to notify such relevant taxation authorities of
any change in your circumstances which would or may affect your right to receive such payments gross or subject to a
reduced rate of withholding tax.
16. Standard of Service
We shall at all times carry out our duties under this agreement with the diligence and standard of care reasonably to
be expected of a person engaging in the business of providing safe custody services. You shall indemnify and hold us
harmless from any liability on account of taxation, additions for late payment, interest charges, legal and/or accounting fees
incurred, and any other expenses and/or costs howsoever incurred, as a result of the performance by us of our duties
and/or incidental activities undertaken in accordance with this agreement. We shall not be liable for any loss, liability,
charge or expense arising from our actions taken under this agreement unless caused by anyfraud, wilful default or
This agreement may be terminated upon either party giving not less than 60 days prior notice to the other as
described in paragraph 9(a). Notwithstanding such termination, we shall take such steps as may be necessary to transfer
the securities to which this agreement relates to yourselves or in accordance with your instructions. Any termination of this
agreement shall be subject to the fulfilment by each party thereto of any obligations incurred under the terms of this
agreement including under paragraphs 11 and 13, but no penalty shall be due from either party to the other on termination
of this agreement.
This agreement shall be capable of being amended by us giving written notice to yourselves, such notice to take effect
at a date not less than seven days from the date thereof.
In the event that you have also received our terms of business, this agreement shall override any inconsistent wording
in such Terms.
You agree to make available to us and authorise us to disclose any information about yourselves which may be
required to be disclosed to any relevant regulatory authority, whether statutory or not.
You agree to keep us informed as to your residence for taxation purposes.
21. Governing Law
This agreement shall be construed under and governed in all respects by the Cayman Islands Laws, and the local
Courts are to have exclusive jurisdiction to settle any disputes which may arise.
Please confirm your acceptance of this safe custody agreement by signing a copy in the space indicated and returning
it to us.
For and on behalf
Banco do Brasil S.A. – Grand Cayman Branch
PO Box 1360 GT, Grand Cayman – Cayman Islands - BWI
I confirm that I have read, understood and accepted this Safe Custody Agreement.
Name and Position
Name and Position