The Company has appointed RBC Investor Services Bank S.A., having its registered office at 14, Porte de France, L-4360 Esch-sur-Alzette, Grand Duchy of Luxembourg, as the Depositary of the Company with responsibility for the
a. safekeeping of the assets, b. oversight duties,
c. cash flow monitoring and d. paying agent functions
pursuant to the Law of 2010, the Law of 2013, and the depositary bank and paying agent agreement signed on 22 July 2014, with effective date of 22 July 2014 and entered into between the Company and RBC Investor Services Bank S.A. (the “Depositary Bank and Paying Agent Agreement”).
RBC Investor Services Bank S.A. is registered with the Luxembourg Register for Trade and Companies (RCS) under number B-47192 and was incorporated in 1994 under the name “First European Transfer Agent”. It is licensed to carry out banking activities under the terms of the Luxembourg law of 5 April 1993 on the financial services sector and specialises in custody, fund administration and related services. Its equity capital as at 31 October 2013 amounted to approximately EUR 842.822.598.-.
(a) Safekeeping of the assets
The Depositary is responsible in accordance with the Luxembourg laws and regulations, the Law of 2013 and the Depositary Bank and Paying Agent Agreement for the safekeeping of the financial instruments that can be held in custody and for the record keeping and verification of ownership of the other assets. In normal circumstances, the majority of the assets of the Company qualify as “other assets” within the meaning of article 21(8)b of the AIFMD.
Delegation
The Depositary is further authorized to delegate its safekeeping duties under the Law of 2013 to sub-custodians and to open accounts with such sub-custodians, provided that (i) such delegation is in accordance with, and subject to compliance with, the conditions set out in the applicable Luxembourg laws; and (ii) the Depositary will exercise all due skill, care and diligence in the selection, appointment, periodic review and ongoing monitoring of its Sub-custodians.
Discharge of liability
The Depositary may in certain circumstances and in accordance with Article 19(13) of the Law of 2013, discharge itself of liability. In the event where certain financial instruments are required by a foreign local law or regulation to be held in custody by a local entity, and no local entity satisfies the delegation requirements in accordance with Article 19 (11) d) (ii) of the Law of 2013, the Depositary may nonetheless discharge itself of liability provided that specific conditions in accordance with Article 19 (14) of the Law of 2013 and the Depositary Bank and Paying Agent Agreement are met.
(b) Oversight
The Depositary will, in accordance with the Law of 2010, the Law of 2013, the AIFM Regulation and the Depositary Bank and Paying Agent Agreement:
a. ensure that the sale, issue, re-purchase, redemption and cancellation of Shares of the Company are carried out in accordance with applicable national laws and the Articles;
b. ensure that the value of the Shares of the Company is calculated in accordance with applicable national laws, the Articles and the procedures laid down in Article 19 of the AIFMD;
c. carry out the instructions of the AIFM, unless they conflict with applicable national law and the Articles; d. ensure that, in transactions involving the assets of the
Company, any consideration is remitted to the Company within the usual time limits; and
e. ensure that the income of the Company is applied in accordance with applicable national law and the Articles.
(c) Cash flow monitoring
The Depositary is required under the AIFM Law, the AIFM Regulation and with the Depositary Bank and Paying Agent Agreement to perform certain cash flow monitoring duties as follows:
i. reconcile all cash flow movements and perform such a reconciliation on a daily basis;
ii. identify cash flows, which are in its reasonable opinion, significant, and in particular those which could be inconsistent with the Company’s operations. The Depositary will perform its review using the previous Business Day end-of-day records; iii. ensure that all bank accounts in the Company
structure are in name of the Company or in the name of the AIFM on behalf of the Company;
iv. ensure that the relevant banks are EU credit institutions or equivalent;
v. ensure that the monies paid by the Shareholders have been received and booked in cash accounts and booked in either Cash Accounts or Third Party
Accounts (as such terms are defined in the Depositary Bank and Paying Agent Agreement).
(d) Paying Agent
RBC Investor Services Bank S.A. also acts as Paying Agent for the Company pursuant to the Depositary Bank and Paying Agent Agreement. The Paying Agent is responsible for receiving payments for subscriptions of Shares and depositing such payments in the Company’s bank accounts opened with the Depositary and distributing income and dividends to the Shareholders. The Paying Agent shall make payment of proceeds from the repurchase of Shares from time to time.
General
The Depositary Bank and Paying Agent Agreement may be terminated at any time by either the Company or the Depositary upon ninety (90) days’ prior written notice addressed to the other party. Notwithstanding the foregoing, the Depositary Bank and Paying Agent Agreement may also be terminated in accordance with the provisions of the Depositary Bank and Paying Agent Agreement.