Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Exemptive relief granted to permit the Royal Canadian Mint, Brink's Global Services International Inc., Loomis AB, Dillon Gage Inc. and certain of their subsidiaries to be appointed as sub-custodians to hold the bullion of current and future funds for whom RBC Investor Services Trust acts as custodian in and outside Canada, subject to certain conditions -- National Instrument 81-102 Investment Funds.

Applicable Legislative Provisions

National Instrument 81-102 Investment Funds, ss. 6.1(2)(b), 6.1(3)(b), 6.2, 6.3, 19.1.

December 10, 2015

IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS AND IN THE MATTER OF THE FUNDS (as defined below) AND IN THE MATTER OF SPROTT GOLD BULLION FUND (the Representative Fund) AND IN THE MATTER OF SPROTT ASSET MANAGEMENT LP (the Representative Manager) AND IN THE MATTER OF RBC INVESTOR SERVICES TRUST (RBCIS) AND IN THE MATTER OF ROYAL BANK OF CANADA (RBC) AND IN THE MATTER OF THE ROYAL CANADIAN MINT (the Mint) (collectively, the Filers)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filers for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption pursuant to section 19.1 of National Instrument 81-102 -- Investment Funds (NI 81-102) from:

(a) clause 6.1(2)(b) of NI 81-102, to permit the bullion of the Funds (as defined below) to be held outside of Canada by a Sub-Custodian to the Mint, for purposes other than facilitating portfolio transactions of the Funds;

(b) clause 6.1(3)(b) of NI 81-102, to permit the Mint and the Sub-Custodians to the Mint, respectively, which are persons or companies that are not described in sections 6.2 or 6.3 of NI 81-102, to be appointed as sub-custodians of the Funds to hold the Funds' bullion;

(c) section 6.2 of NI 81-102 to permit the Mint and the Sub-Custodians to the Mint, as applicable, to be appointed as sub-custodians of the Funds to hold the Funds' bullion in Canada; and

(d) section 6.3 of NI 81-102 to permit the Sub-Custodians to the Mint to be appointed as sub-custodians of the Fund to hold the Funds' bullion outside Canada

(collectively, the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filers have provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each other province and territory in Canada (together with Ontario, the Jurisdictions).

Interpretation

Terms defined in NI 81-102, National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

"bullion" means physical silver, gold, platinum or palladium bullion.

"Custodian" means RBCIS or any entity that is an affiliate and acts as successor custodian and that meets the requirements in NI 81-102 for a custodian.

"Funds" means the Representative Fund and each of the other public investment funds now, or in the future, that has appointed, or will appoint, the Custodian to act as custodian under NI 81-102 that holds, or intends to hold, bullion in its investment portfolio and that is, or will be, managed by a Manager.

"Manager" means the Representative Manager and each of the investment fund managers of the Funds.

"Mint Business Day" means any day other than a Saturday, a Sunday or a holiday observed by the Mint or the applicable Sub-Custodian to the Mint.

"Sub-Custodian to the Mint" means each person or entity listed in Schedule "A" that is, or will be, appointed as a sub-custodian to the Mint in respect of which the representations relating to a Sub-Custodian to the Mint set out below are applicable.

Representations

This decision is based on the following facts represented by the Filers, as indicated:

The Managers

1. The Representative Manager is a limited partnership formed and organized under the laws of the Province of Ontario. The head office of the Representative Manager is located in Toronto, Ontario. The general partner of the Representative Manager is Sprott Asset Management GP Inc. (the General Partner), which is a corporation incorporated under the laws of the Province of Ontario. The General Partner is a wholly-owned, direct subsidiary of Sprott Inc. Sprott Inc. is a corporation incorporated under the laws of the Province of Ontario and is a public company listed on the TSX. Sprott Inc. is the sole limited partner of the Representative Manager and the sole shareholder of the General Partner.

2. The Representative Manager is registered under the securities legislation: (i) in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, and Newfoundland and Labrador as an adviser in the category of portfolio manager; (ii) in Ontario, Newfoundland and Labrador and Quebec as an investment fund manager; and (iii) in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, and Newfoundland and Labrador as a dealer in the category of exempt market dealer. The Representative Manager is also registered in Ontario as a commodity trading manager.

3. The Representative Manager is the manager and portfolio adviser of the Representative Fund.

4. Each of the Managers has been formed and organized under the laws of Canada or a Jurisdiction. Each of the Managers is registered under the securities legislation of one or more of the Jurisdictions in such registration categories as are necessary to carry on its business. Each of the Managers is the investment fund manager of one or more of the applicable Funds.

The Funds

5. The Representative Fund is an open-ended mutual fund trust established under the laws of Ontario. The units of the Representative Fund are qualified for distribution pursuant to a simplified prospectus, annual information form and Fund Facts dated April 23, 2015 that have been prepared and filed in accordance with the securities legislation of each applicable Jurisdiction.

6. The investment objective of the Representative Fund is to seek to provide a secure, convenient alternative for investors seeking to hold gold. The Representative Fund invests primarily in unencumbered, fully allocated gold bullion, permitted gold certificates, and/or closed-end funds the underlying interest of which is gold.

7. The Representative Fund has obtained exemptive relief from Canadian securities regulatory authorities to invest up to 100% of its net asset value, taken at the market value at the time of investment, in gold and/or permitted gold certificates. The Representative Fund's investment in gold is made in accordance with the conditions described in the exemptive relief and as described in the simplified prospectus of the Representative Fund.

8. Each of the Funds is an investment fund established under the laws of Canada or a Jurisdiction. The securities of each of the Funds is qualified pursuant to a prospectus or a simplified prospectus, annual information form and Fund Facts, as applicable, that have been prepared and filed with the securities legislation of one or more Jurisdictions such that it will be a reporting issuer under the securities legislation in one or more of the Jurisdictions.

9. The investment objective and/or strategies of each of the Funds specifies that the Fund may invest in bullion. The investment by each of the Funds in bullion is made in accordance with the securities legislation of each applicable Jurisdiction or in accordance with an exemption granted by Canadian securities regulatory authorities. Each of the Fund's investments in bullion are as described in the prospectus or simplified prospectus of the Fund.

RBCIS

10. RBCIS is a Canadian trust company incorporated under the Trust and Loans Companies Act (Canada) and is regulated and supervised by the Office of the Superintendent of Financial Institutions. RBCIS provides custodial services to a number of public investment funds in Canada.

11. The head office of RBCIS is located in Toronto, Ontario. The head office of RBC is located in Montréal, Québec. The head office of the Mint is located in Ottawa, Ontario.

12. Each of RBCIS, RBC, the Mint, the Representative Manager and the Representative Fund are not in default of securities legislation in any of the Jurisdictions.

Appointment of the Custodian and RBC

13. The Representative Manager has appointed the Custodian to act as the custodian of the portfolio assets for the Representative Fund. Each of the Managers has appointed the Custodian to act as the custodian of the portfolio assets for the applicable Funds. The Custodian acts as the custodian of the portfolio assets for the Representative Funds pursuant to the terms of a master trust agreement dated as of February 13, 2004, as amended (the Trust Agreement), and the Custodian acts as the custodian of the portfolio assets for the Funds pursuant to agreements (such agreements include the Trust Agreement, other trust agreements or custodian agreements (the Fund Custodian Agreements)), that comply with all of the requirements in Part 6 of NI 81-102, other than the matters covered in the Exemption Sought.

14. In Canada, RBCIS only has one vault and as such, there is not sufficient space in the vault facilities of RBCIS to store all of the Funds' physical bullion. There are a limited number of custodians that meet the requirements in NI 81-102 and which have the vault space, facilities, operational infrastructure and expertise to hold bullion on behalf of clients.

15. As a result, the Custodian has appointed, or will appoint, RBC to be a sub-custodian of the Funds to hold each Fund's bullion. Each Manager, on behalf of each Fund, has provided, or will provide, written consent to such appointment. The custody arrangements with respect to each Fund's bullion are governed by the terms of a sub-custodian agreement between the Custodian and RBC (the RBC Custodian Agreement). The terms of the RBC Custodian Agreement comply with all requirements in Part 6 of NI 81-102, other than the matters covered in the Exemption Sought.

Appointment of the Mint

16. RBC has appointed, or will appoint, the Mint to be a sub-custodian to RBC and to hold each Fund's bullion pursuant to a precious metals storage and custody agreement relating to bullion dated May 29, 2013, as amended, entered into between RBC and the Mint (the Storage and Custody Agreement). Each Manager, on behalf of each Fund, has provided, or will provide, written consent to such appointment. The Storage and Custody Agreement will comply with the requirements of Part 6 of NI 81-102, other than the matters covered in the Exemption Sought.

17. In order to meet the bullion custody supply needs of its public investment fund clients in Canada and in considering the options available to the Funds for custody of their bullion, the Custodian has determined that the appointment by the Custodian of RBC as sub-custodian to the Custodian and the appointment by RBC of the Mint as the sub-custodian to RBC in respect of the bullion owned by the Funds is the most efficient and cost-effective means of providing storage for the Funds' bullion and represents the least operational and custodial risk for the Funds in terms of transporting, storing and managing bullion. The Custodian has determined that the Mint is the appropriate choice to provide bullion custodial services to each Fund because the Mint is experienced in providing bullion storage and custodial services, and is familiar with the requirements relating to the physical handling and storage of bullion.

18. RBC is experienced in providing bullion custody services to its clients and has a well-developed operational and control infrastructure in place. The Custodian, an affiliate of RBC, has appointed RBC as a sub-custodian to the Custodian to leverage the expertise and operational and control infrastructure of RBC in providing bullion custody services to the Funds. As part of such operational and control infrastructure RBC has appointed the Mint as its sub-custodian as described in paragraph 16.

19. The Mint operates pursuant to the Royal Canadian Mint Act (Canada) and is a Canadian Crown corporation. The Mint is, for all its purposes, an agent of Her Majesty in right of Canada and, as such, its obligations constitute unconditional obligations of the Government of Canada. The Mint is responsible for the minting and distribution of Canada's circulation coins. As part of its operations, the Mint maintains secure storage facilities located in Canada that it owns and operates, and provides storage space to third parties. As at September 27, 2014, the Mint had shareholders' equity of approximately $325 million.

Appointment of the Sub-Custodians to the Mint

20. Due to physical storage capacity constraints and having regard to the amount of bullion which the Funds may acquire, there may not be sufficient space in the vault facilities of the Mint to store all of the Funds' physical bullion. As a result, the Mint may be required to use the services of sub-custodians to store and hold all or a portion of each Fund's physical bullion.

21. The number of entities in Canada which are eligible to act as sub-custodians for the physical storage of bullion is limited. Of these eligible entities, some already have exclusive relationships with other investment funds for storage purposes whereas others simply may not have the excess capacity that the Funds may need to store physical bullion. These capacity constraints have been intensified due to the increased demand for physical commodities and the corresponding need to arrange for safe-keeping.

22. The Mint intends to appoint the Sub-Custodians to the Mint, if necessary, to hold all or a portion of the bullion of each of the Funds in the vault facilities operated by the applicable Sub-Custodian to the Mint located in, and outside of, Canada, as applicable. As a result of the foregoing, the Mint may be required to hold all or a portion of the Funds' bullion that it does not hold directly in its own vaults in the vaults of the Sub-Custodians to the Mint located in, or outside of, Canada, as applicable, as described in representation no. 25 below. Each Manager, on behalf of each Fund, will provide written consent to such appointment.

23. The custody arrangements with respect to the holding of the Funds' physical bullion by the Sub-Custodians to the Mint will be governed by the terms of agreements between the Mint and each Sub-Custodian to the Mint (each a Mint Sub-Custodian Agreement), the terms of which will comply with the requirements of Part 6 of NI 81-102, other than the matters covered in the Exemption Sought.

24. The Mint and each Sub-Custodian to the Mint are not entities that are currently approved to act as a sub-custodian for portfolio assets held in Canada, or to act as a sub-custodian for portfolio assets held outside of Canada, as the Mint and each Sub-Custodian to the Mint is not, among other things, a bank listed in Schedule I, II or III of the Bank Act (Canada) or a trust company incorporated under the laws of Canada.

25. Each Sub-Custodian to the Mint has experience in the precious metals storage business. Each Sub-Custodian to the Mint is a leading provider of secure logistics for valuables, including diamonds, jewellery, precious metals, securities, currency and secure data, serving banks, retailers, governments, mines, refiners and metal traders. Specifically:

(a) Brink's Global Services International Inc. (Brink's) is part of The Brink's Company, which is an Approved Weigher and Member of the London Bullion Market Association (LBMA). Brink's does not have vault facilities but operates the following subsidiaries with vaults in the following locations:

(i) Brink's Canada Ltd. operates vaults in Toronto, Vancouver, Calgary, Montreal and Halifax, Canada;

(ii) Brink's Global Services USA Inc. operates vaults in New York and Los Angeles, USA, and the New York vault is an authorized depository for NYMEX/COMEX;

(iii) Brink's U.S., a Division of Brink's Incorporated, operates vaults in Dallas, USA;

(iv) Brink's UK Ltd. operates vaults in London, England;

(v) Brink's Global Services Deutschland GmbH operates vaults in Frankfurt, Germany;

(vi) Brink's Switzerland Ltd. operates vaults in Zurich, Switzerland;

(vii) Brink's Hong Kong Ltd. operates vaults in Hong Kong, China;

(viii) Brink's Far East Ltd. operates vaults in Shanghai, China;

(ix) Brink's India Private Ltd. operates vaults in Mumbai, India;

(x) Brink's Singapore Pte Ltd. operates vaults in Singapore, Singapore, and is an Approved Vault Operator for the Singapore Gold Exchange.

(b) Dillon Gage Inc., which is an international bullion wholesaler and LBMA Associate Member, does not have vault facilities but wholly owns International Depository Services of Canada Inc. (International Depository), which operates vaults in Toronto, Canada. International Depository is an LBMA Associate Member and an IIROC-approved precious metals custodian.

(c) Loomis AB of Sweden is one of the world's leading cash handling companies, operating widely in North and South America, Europe and the Far East. Its affiliates operate vault facilities in the following locations:

(i) Loomis International (US) Inc. operates vaults in Inwood (New York), Los Angeles and Miami, USA, and is a listed gold carrier for COMEX in the USA;

(ii) Loomis International (UK) Ltd. operates vaults in Shepperton (London), England, and is listed as an Accepted Warehouse for the LBMA. Additionally, Loomis International (UK) Ltd. is listed as an Affiliate of the London Platinum and Palladium Market (LPPM). Loomis International (UK) Ltd. provides storage services to members of both the LBMA and LPPM;

(iii) Loomis International (DE) GmbH operates vaults in Frankfurt, Germany;

(iv) Loomis International (CH) AG operates vaults in Zurich, Switzerland and provides storage services to members of both the LBMA and LPPM in Switzerland;

(v) Loomis International (HK) Ltd. operates vaults in Hong Kong, China.

26. Each Sub-Custodian to the Mint has either: (i) not less than the amount of shareholder's equity required under NI 81-102 (the Shareholder Equity Threshold) for entities qualified to act as a sub-custodian for portfolio assets held in or outside of Canada, as applicable, or (ii) an affiliate that does meet the Shareholder Equity Threshold which has, or will before the Sub-Custodian to the Mint acts as a Sub-Custodian to the Mint under this order, guaranteed all of the custodial obligations of the Sub-Custodian to the Mint (a Guaranteed Sub-Custodian). Schedule "A" identifies which of the above requirements each Sub-Custodian to the Mint currently meets.

27. The Custodian will monitor the Sub-Custodians to the Mint on a regular basis (at least annually) to ensure that each Sub-Custodian to the Mint either meets the Shareholder Equity Threshold or is a Guaranteed Sub-Custodian.

28. The Representative Manager, each Manager, the Custodian, RBC and the Mint believe that each of the Sub-Custodians to the Mint has the resources and experience required and are appropriate sub-custodians for the Funds' physical bullion held in, or outside of, Canada, as required because each Sub-Custodian to the Mint is experienced in providing bullion storage and custodial services, and is familiar with the requirements relating to the physical handling and storage of bullion.

Custodial Arrangements

29. All physical bullion owned by each Fund will be stored in the vault facilities of either the Mint located in Canada or the applicable Sub-Custodian to the Mint located in Canada, the United States, the United Kingdom, Germany, Switzerland, China (including Hong Kong), India or Singapore, on a fully allocated and segregated basis. The Custodian, RBC, the Mint and the Sub-Custodians to the Mint shall at all times record and identify in the books and records of the Custodian, RBC, the Mint and the Sub-Custodians to the Mint that such bullion constitutes the property of the Funds, which in the case of RBC, the Mint and the Sub-Custodians to the Mint will be done through the use of a unique account identifier on a per Fund basis.

30. Under the RBC Custodian Agreement, the Storage and Custody Agreement and the Mint Sub-Custodian Agreements, the custodial arrangements will be structured in a descending order such that monitoring, instructions, directions, information and other communications will flow from the Custodian, to RBC, to the Mint and then to the Sub-Custodians to the Mint and vice versa in the case of reporting, instructions, directions, information and other communications ascending up through the custodial structure.

31. If a Fund's bullion is to be stored at the Mint's or a Sub-Custodian to the Mint's facility, under the Storage and Custody Agreement, the Custodian will give written notice to RBC of its intention to have bullion delivered to and stored at the Mint's or a Sub-Custodian to the Mint's facility, as the case may be. Then a written notice to the same effect will be given by RBC to the Mint and, if applicable, by the Mint to the relevant Sub-Custodian to the Mint. The notice will specify the amount, weight, type, assay characteristics, bar number and bar brands of the precious metal being delivered. The Mint reserves the right to refuse delivery in the event of storage capacity limitations at either its own vault or at the vault facilities of the applicable Sub-Custodian to the Mint. Upon receiving the bullion, the Mint or the Sub-Custodian to the Mint, as applicable, will verify the characteristics of the bullion against the information on the notice. After verification, the Mint will issue a "receipt of deposit" that confirms the amount, weight, type, assay characteristics, bar number and bar brands of the bullion received (each, a Receipt of Deposit). In the event of a discrepancy arising during the verification process, the Mint will promptly notify RBC and will also provide prompt notice to the Manager.

32. The Mint or each Sub-Custodian to the Mint will be required by the Storage and Custody Agreement or the Mint Sub-Custodian Agreement, as applicable, to keep each Fund's fully allocated bullion identifiable as the Fund's property under specifically identified account numbers as directed by RBC and will keep it physically segregated at all times from any other property belonging to the Mint or any of its customers. The Mint will provide a monthly inventory statement to RBC, which in turn will provide a monthly inventory statement to the Custodian, and the Custodian and the Manager will reconcile the inventory statement with its records of the Fund's bullion holdings.

33. The Mint is not authorized to deliver stored bullion out of safekeeping by the Mint or to authorize the delivery of stored bullion out of safekeeping by a Sub-Custodian to the Mint, without first receiving written instruction from RBC or obtaining the written approval of RBC to such delivery based on forms specified by the Mint or such Sub-Custodian to the Mint indicating the purpose of the delivery and giving direction with respect to the specific amount. A Sub-Custodian to the Mint is not authorized to deliver stored bullion out of safekeeping by the Sub-Custodian to the Mint without first receiving a written instruction from the Mint or obtaining the written approval of the Mint to such delivery based on forms specified by the Mint or such Sub-Custodian to the Mint indicating the purpose of the delivery and giving direction with respect to the specific amount. In each case, such instructions and approvals are referred to as a Delivery Direction.

34. RBC will not issue a Delivery Direction to the Mint unless it is directed by the Custodian on behalf of the Manager and the Fund, in the form specified in the agreement between the Fund and the Custodian.

35. Under the Storage and Custody Agreement, the Mint has the right to reject bullion delivered to it if the bullion contains a hazardous substance or if such bullion is or becomes unsuitable or undesirable for metallurgical, environmental or other reasons.

36. All bullion bars purchased by the Funds will be certified by the relevant vendor as bullion conforming to the good delivery standards of the LBMA, the London Platinum and Palladium Market or another internationally recognized bullion trading body.

37. The Representative Manager, each Manager and the Custodian believe that the Fund Custodian Agreement is consistent with investment fund industry practice. The Representative Manager, each Manager, the Custodian and RBC believe that the RBC Custodian Agreement is consistent with investment fund industry practice. The Representative Manager, each Manager, the Custodian, RBC and the Mint believe that the Storage and Custody Agreement, each Mint Sub-Custodian Agreement and the custodial arrangements with RBC, the Mint and the Sub-Custodians to the Mint in connection with the Funds' bullion are consistent with investment fund industry practice.

Supervision of the Custodian, RBC, the Mint and the Sub-Custodians to the Mint

38. The Manager is responsible for oversight of the work performed by the Custodian relating to the custody of portfolio assets of the Fund. In this regard, each Manager will oversee the Custodian, including any custodial functions that are performed by any sub-custodians appointed by the Custodian or any sub-custodians, and the selection and appointment of any sub-custodian by the Custodian, and will conduct ongoing reviews of the quality of the Custodian's services. Each Manager will have the same access to the records of the Custodian as it would if the Manager itself performed the activities and maintained the records.

39. The Custodian may appoint sub-custodians to hold the portfolio assets of the Funds from time to time. The Custodian is responsible for oversight of the sub-custodians in accordance with its standard of care, including overseeing the compliance by any sub-custodian, including those appointed by any sub-custodian, of the sub-custodian's standard of care in the services performed by the sub-custodian relating to the custody of portfolio assets of the Fund. In this regard, the Custodian will oversee the sub-custodians, including any custodial functions that are performed by any sub-custodians appointed by the Custodian or any sub-custodian, and the selection and appointment of any sub-custodian by the sub-custodian, and will conduct ongoing reviews of the quality of the sub-custodian's services. The Custodian will have the same access to the records of the sub-custodian as it would if the Custodian itself performed the activities and maintained the records.

40. The Custodian operates a Continuous Risk Assessment Model, which evaluates its sub-custodians by reviewing legal, financial, agent bank, market, operational and other areas of risk to ensure both the safety of assets and the efficient processing of same is maintained at all times. The model is evaluated on an ongoing basis by internal and external audit teams and applicable regulatory bodies.

41. The relationship between RBC and the Mint will be primarily one whereby RBC is (a) responsible for oversight of the work performed by the Mint and (b) sub-contracts the vault facilities of the Mint for the purposes of storing a Fund's bullion. The Mint will be appointed the sub-custodian of the applicable Fund in, and outside of, Canada, as required, pursuant to a written agreement between RBC and the Mint that complies with the requirements of Part 6 of NI 81-102, other than the matters covered in the Exemption Sought. RBC must have obtained the consent of the Custodian prior to the Mint being appointed. RBC will remain responsible for ensuring that, with regard to the Mint, adequate safeguards are in place, including, in the experience and judgment of RBC, satisfactory insurance arrangements. Under the RBC Custodian Agreement, RBC is required to use reasonable care in the selection and monitoring of sub-custodians. Pursuant to this obligation, RBC has engaged in, and on a periodic basis thereafter (at least annually), will engage in a review of the facilities, procedures, records, creditworthiness and level of insurance coverage of the Mint to satisfy itself as to the continuing appropriateness of using the Mint as sub-custodian of the Funds' physical bullion. The Funds will rely upon RBC to satisfy itself as to the appropriateness of the use or continued use of the Mint as a sub-custodian of each Fund's bullion.

42. The relationship between the Mint and each Sub-Custodian to the Mint will be primarily one whereby the Mint is (a) responsible for oversight of the work performed by each Sub-Custodian to the Mint and (b) sub-contracts the vault facilities of the applicable Sub-Custodian to the Mint for the purposes of storing a Fund's bullion. One or more Sub-Custodians to the Mint will be appointed the sub-custodian of the applicable Fund in, and outside of, Canada, as required, pursuant to a written agreement between the Mint and that Sub-Custodian to the Mint that complies with the requirements of Part 6 of NI 81-102, other than the matters covered in the Exemption Sought. The Mint must have obtained the consent of RBC prior to a Sub-Custodian to the Mint being appointed. The Mint will remain responsible for ensuring that, with regard to each Sub-Custodian to the Mint, adequate safeguards are in place, including, in the experience and judgment of the Mint, satisfactory insurance arrangements. Under the Storage and Custody Agreement, the Mint is required to use reasonable care in the selection and monitoring of Sub-Custodians to the Mint. Pursuant to this obligation, the Mint has engaged in, and on a periodic basis thereafter (at least annually), will engage in a review of the facilities, procedures, records, creditworthiness and level of insurance coverage of each Sub-Custodian to the Mint to satisfy itself as to the continuing appropriateness of using the Sub-Custodians to the Mint as sub-custodians of the Funds' physical bullion. The Funds will rely upon the Mint, which is in the business of precious metals storage, to satisfy itself as to the appropriateness of the use or continued use of the Sub-Custodians to the Mint as a sub-custodian of each Fund's bullion.

43. Under the Storage and Custody Agreement, the Mint is required to use reasonable care in the selection and monitoring of Sub-Custodians. Pursuant to this obligation, RBC and the Mint will monitor the most recent audited financial statements of each Sub-Custodian to the Mint or their respective affiliates or subsidiaries, in order to ensure that the shareholders' equity of such entities is sufficient with what RBC and the Mint believe to be appropriate for an entity acting as custodian of physical bullion and, in any event at sufficient levels in order to meet RBC's and the Mint's own internal requirements as though RBC and the Mint were seeking to deposit their own physical bullion with such sub-custodians. RBC and the Mint will also consider the insurance coverage obtained by each Sub-Custodian to the Mint in connection with such Sub-Custodian to the Mint's bullion custody activities.

44. The Mint is required under the Storage and Custody Agreement to ensure that the terms of the agreements between itself and any Sub-Custodian to the Mint are consistent with the terms of the Storage and Custody Agreement.

Audit Rights

45. In relation to each Fund, the sub-custodial activities of the Mint and each Sub-Custodian to the Mint will be limited to holding the Fund's bullion. Each of the Custodian, RBC, the Mint and the Manager will exercise their audit rights under the RBC Custodian Agreement, the Storage and Custody Agreement and each Mint Sub-Custodian Agreement, as applicable, on an on-going basis in order to satisfy itself that the Mint and each Sub-Custodian to the Mint is in substantial compliance with the terms of the Storage and Custody Agreement and the relevant Mint Sub-Custodian Agreement and, in particular, that the bullion of the Funds held by the Mint or that the Mint has transferred to the Sub-Custodian to the Mint on behalf of the Fund (i) is held by the Mint or each applicable Sub-Custodian to the Mint at vault facilities that are accepted as warehouses for the LBMA or are, in the opinion of each of the Manager, the Custodian, RBC and the Mint, of a similar standard, (ii) is physically segregated and specifically identified as specified in paragraphs 29 and 32, (iii) has not sustained loss, damage or destruction, and (iv) remains the subject of a subsisting policy of insurance which covers the Mint's or the Sub-Custodian to the Mint's liability for the loss, damage or destruction of such bullion in amounts which the Mint deems appropriate in its experience and judgement acting reasonably.

46. Each Fund will have the right to physically count and have the Fund's auditor subject the Fund's bullion to audit procedures at the vault facilities at the Mint and the applicable Sub-Custodian to the Mint upon request on any Mint Business Day during the Mint's or the applicable Sub-Custodian to the Mint's regular business hours, provided that the Fund has given the Mint, who shall make arrangements with the applicable Sub-Custodian to the Mint, where required, a minimum of five business days' prior written notice and that such physical count or audit procedures do not interrupt the routine operation of the Mint's or the Sub-Custodian to the Mint's facility. The Mint has the right to reschedule the physical audit in the event that the Mint or the Sub-Custodian to the Mint, as the case may be, determines, acting reasonably, that the audit would disrupt the routine operation of the Mint's or the Sub-Custodian to the Mint's facility.

47. The Manager, the Custodian and RBC will ensure that bullion held by the Mint or the applicable Sub-Custodian to the Mint will be subject to a physical count and inventory reconciliation by a representative of the Manager, the Custodian and RBC, as applicable, annually and periodically on a spot-inspection basis (subject to the notice provisions described in paragraph 46), as well as subject to audit procedures by each Fund's external auditor on at least an annual basis on prior notice.

48. The Storage and Custody Agreement requires that if a Fund's representative (including a director or officer or representative of the Manager) is accessing the Mint's or a Sub-Custodian to the Mint's facility, such representative must be accompanied by at least one representative of RBC and at least one representative of the Mint or of the Sub-Custodian to the Mint, as applicable, or if bullion is held by another custodian or sub-custodian, that custodian or its sub-custodians, as the case may be.

Insurance

49. The RBC Custodian Agreement requires that each of the Custodian, RBC, the Mint and any Sub-Custodian to the Mint must at all times maintain insurance in such amounts and on such terms and conditions as the Manager and RBC consider appropriate for RBC's business and its position as sub-custodian to the Custodian in respect of each Fund's bullion against all risk of physical loss of, or damage to, bullion stored in the Mint's or any Sub-Custodian to the Mint's vaults except risks that are beyond their control such as war, hostile or warlike actions, chemical, biological, electromagnetic or nuclear weapons or incidents, terrorism and government confiscation. None of the Managers, the Funds, nor the Custodian are beneficiary of any such insurance and none of them have the ability to dictate the nature or amount of coverage.

50. The RBC Custodian Agreement provides that RBC shall not cancel or terminate its insurance or permit its sub-custodians, including the Mint and each Sub-Custodian to the Mint, to cancel such insurance coverage except upon 20 days prior written notice to the Manager, on behalf of each Fund.

51. RBC's ability to recover from the Mint is not contingent upon the Mint's ability to claim on its own insurance or each applicable Sub-Custodian to the Mint's ability to claim on its own insurance.

52. Each Manager believes that the insurance carried by RBC, the insurance carried by the Mint, together with its status as a Canadian Crown corporation with its obligations generally constituting unconditional obligations of the Government of Canada, and the insurance carried by each Sub-Custodian to the Mint, provides each Fund with such protection in the event of loss or theft of the Fund's bullion stored at the Mint or at the applicable Sub-Custodian to the Mint that is consistent with the protection afforded by other custodians that store precious metals bullion commercially and is sufficient.

53. The Mint confirms that it has arranged for insurance coverage in respect of any bullion held by the Mint in amounts which the Mint deems appropriate in its experience and judgment, acting reasonably. The Mint confirms that pursuant to the terms of its existing relationship with each Sub-Custodian to the Mint, each Sub-Custodian to the Mint has arranged for insurance coverage in respect of any bullion held by the Mint through the vault facilities of the Sub-Custodian to the Mint in amounts which the Mint deems appropriate in its experience and judgment, acting reasonably. Each Manager and RBC have discussed with the Mint the level of insurance coverage obtained by the Mint and each Sub-Custodian to the Mint and the risks insured against by the Mint and the Sub-Custodian to the Mint and believes that the level of insurance will be sufficient and appropriate for the applicable Fund.

54. By no later than the date of the final receipt of the next renewal annual information form of the Fund, each Fund will disclose, in the final annual information form of the Fund, the material details of the Fund's custodial and sub-custodial arrangements, including the insurance arrangements of RBC, the Mint and each applicable Sub-Custodian to the Mint for the bullion of the Fund.

55. On a periodic basis (at least annually) each Sub-Custodian to the Mint will confirm to the Mint that it has reviewed its insurance policies to ensure that it has insurance coverage in the amount which the Mint deems appropriate as set forth in paragraph 53 and that any changes to its insurance coverage have been reported to the Mint. The Mint will report the results of the confirmations referred to in this paragraph 55 to RBC.

56. On a periodic basis (at least annually) the Mint will confirm to RBC that it has reviewed its insurance policy to ensure that it has the insurance coverage set forth in paragraph 53 and that any changes to its insurance coverage have been reported to RBC. RBC will report the results of the confirmations referred to in paragraphs 55 and 56 to the Custodian.

57. On a periodic basis (at least annually) RBC will confirm to the Custodian that it has reviewed its insurance policy to ensure that it has the insurance coverage set forth in paragraph 49 and that any changes to its insurance coverage have been reported to the Custodian. The Custodian will report the results of the confirmations referred to in paragraphs 55, 56 and 57 to each Manager.

58. On a periodic basis (at least annually) the Custodian will confirm to each Manager that it has reviewed its insurance policy to ensure that it has the insurance coverage as set forth in paragraph 49 and that any changes to its insurance coverage have been reported to the Manager.

Liability and Standard of Care

59. Notwithstanding any of the other representations in this decision, in the event of a claim, demand, loss, cost or damage sustained or incurred by the Funds for which the Funds are entitled to compensation (a Loss) under the terms of the Fund Custodian Agreements including, but not limited to, as a result of failure by the Custodian or any of its sub-custodians such as RBC, the Mint or a Sub-Custodian to the Mint, or any agent appointed by the Custodian, to comply with the standard of care under a Fund Custodian Agreement, the Custodian shall assume liability for such Loss directly and be liable for reimbursing the Funds for such Loss. The Custodian has the right under the RBC Custodian Agreement to seek recourse against RBC in the event such Loss was as a result of a failure by RBC or the Mint or any Sub-Custodian to the Mint, to comply with the standard of care. RBC has the right under the Storage and Custody Agreement to seek recourse against the Mint in the event such Loss was as a result of a failure by the Mint or any Sub-Custodian to the Mint, to comply with the standard of care. The Mint has the right under the relevant Mint Sub-Custodian Agreement to seek recourse against the Sub-Custodian to the Mint in the event such Loss was as a result of a failure by the Sub-Custodian to the Mint to comply with the standard of care.

60. Pursuant to the Fund Custodian Agreements, the Custodian has agreed to exercise (i) the same degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances or (ii) at least the same degree of care as it exercises with respect to its own property of a similar kind if this is a higher degree of care than the degree of care described in (i) hereto.

61. Pursuant to the RBC Custodian Agreement, RBC has agreed to exercise (i) the same degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances or (ii) at least the same degree of care as it exercises with respect to its own property of a similar kind if this is a higher degree of care than the degree of care described in (i) hereto. The Custodian has satisfied itself that the degree of care to which RBC is subject under the RBC Custodian Agreement is no less than the degree of care to which the Custodian is subject under the Fund Custodian Agreements.

62. Pursuant to the Storage and Custody Agreement, the Mint has agreed to exercise (i) the same degree of care, diligence and skill that a reasonably prudent person would exercise in the circumstances or (ii) at least the same degree of care as it exercises with respect to its own property of a similar kind if this is a higher degree of care than the degree of care described in (i) hereto. RBC has satisfied itself that the degree of care to which the Mint is subject under the Storage and Custody Agreement is no less than the degree of care to which RBC is subject under the RBC Custodian Agreement.

63. The agreement pursuant to which the Mint appoints the Sub-Custodians to the Mint to act as sub-custodian includes a similar standard of care in respect of the obligations of the Sub-Custodians to the Mint as the standard of care set out for the Mint in the Storage and Custody Agreement. The Mint has satisfied itself that the degree of care to which each Sub-Custodian to the Mint is subject under such agreement is no less than the degree of care to which the Mint is subject under the Storage and Custody Agreement.

64. Upon the Mint sending a Receipt of Deposit to RBC, the Mint's liability to RBC will commence with respect to such bullion and the Mint will bear all risk of loss, destruction and/or damage to the bullion owned by the Fund in the Mint's custody (or in the custody of a Sub-Custodian to the Mint), subject to certain limitations generally based on events beyond the Mint's reasonable control, including, without limitation, acts or omissions or the failure to cooperate by RBC and/or third parties, fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority. To the extent that the Mint is liable, the Mint has contractually agreed to replace or pay for lost, damaged or destroyed bullion in the Fund's account while in the Mint's or the applicable Sub-Custodian to the Mint's care, custody and control. Under the Storage and Custody Agreement, the Mint's liability terminates with respect to any bullion: (i) at the expiration of the 90 day prior notice of termination for convenience of the Storage and Custody Agreement, whether or not the Fund's bullion thereafter remains in the Mint's or the applicable Sub-Custodian to the Mint's possession and control; (ii) 90 days following the termination of the Storage and Custody Agreement for default, whether or not the Fund's bullion thereafter remains in the Mint's or the applicable Sub-Custodian to the Mint's possession and control; (iii) upon transfer of such bullion to a different customer's account at the Mint or the applicable Sub-Custodian to the Mint; or (iv) upon remittance of the bullion to RBC's carrier or representative in the event that the Mint returns the bullion for the reasons specified in the Storage and Custody Agreement.

65. Upon a Sub-Custodian to the Mint sending a Receipt of Deposit to the Mint, the Sub-Custodian to the Mint's liability to the Mint will commence with respect to such bullion and the Sub-Custodian to the Mint will bear all risk of loss, destruction and/or damage to the bullion owned by the Fund in the Sub-Custodian to the Mint's custody, subject to certain limitations generally based on events beyond the Sub-Custodian to the Mint's reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the Mint and/or third parties, fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority. To the extent that a Sub-Custodian to the Mint is liable, the Sub-Custodian to the Mint has contractually agreed to replace or pay for lost, damaged or destroyed bullion in the Fund's account while in the Sub-Custodian to the Mint's care, custody and control. Under the relevant Mint Sub-Custodian Agreement, the Sub-Custodian to the Mint's liability terminates with respect to any bullion: (i) at the expiration of the 90 day prior notice of termination for convenience of the relevant Mint Sub-Custodian Agreement, whether or not the Fund's bullion, thereafter remains in the Sub-Custodian to the Mint's possession and control; (ii) 90 days following the termination of the Mint Sub-Custodian Agreement for default, whether or not the Fund's bullion thereafter remains in the Sub-Custodian to the Mint's possession and control; (iii) upon transfer of such bullion to a different customer's account at the Sub-Custodian to the Mint; or (iv) upon remittance of the bullion to the Mint's carrier or representative in the event that the Sub-Custodian to the Mint returns the bullion for the reasons specified in the Mint Sub-Custodian Agreement.

66. Each Fund will not be responsible for any losses or damages to the Fund arising out of any breach of standard of care by the Custodian, RBC, the Mint or any applicable Sub-Custodian to the Mint.

67. The Custodian, RBC, the Mint and each Sub-Custodian to the Mint are not entitled to an indemnity from the Funds in the event that any of the Custodian, RBC, the Mint and each Sub-Custodian to the Mint breaches its standard of care.

68. Should RBC discover a physical loss, damage or destruction of a Fund's bullion in the Mint's custody, care and control, RBC must give written notice to the Mint within five business days after the discovery of any such loss, damage or destruction and will also give written notice to the Fund's manager and the Custodian. For any discrepancy in the quantity of bullion on an inventory statement, RBC must give the Mint written notice of the loss regarding such discrepancy within 60 days after the receipt of the inventory statement in which the discrepancy first appears and will also give written notice to the Fund's manager and the Custodian. The Mint will, at its discretion, as soon as practicable: (i) replace, or restore to its original state in the event of partial damage, as the case may be, the Fund's bullion that was lost, destroyed or damaged based on the advised weight and assay characteristics provided in the initial notice; (ii) compensate RBC for the monetary value of the bullion that was lost or destroyed based on the advised weight and assay characteristics provided in the initial notice and the market value of such bullion that was lost or destroyed as of the first trading date following the discovery by the Mint of the loss, damage or destruction or, if first discovered by RBC, the date of receipt by the Mint of the relevant notice of loss from RBC; or (iii) replace a portion of the lost or damaged bullion and compensate RBC for the monetary value of the remaining portion of the lost or damaged bullion based on the advised weight and assay characteristics provided in the initial notice and the market value of such bullion that was lost or destroyed as of the first trading date following the discovery by the Mint of the loss, damage or destruction or, if first discovered by RBC, the date of receipt by the Mint of the relevant notice of loss from RBC. If RBC fails to give such notice in accordance with the terms of the Storage and Custody Agreement, all claims against the Mint will be deemed to have been waived. In addition, no action, suit or other proceeding to recover any loss, damage or destruction may be brought against the Mint if a notice of loss, damage or destruction has been given in accordance with the terms of the Storage and Custody Agreement but an action, suit or proceeding has not been commenced within 24 months from the time of discovery of the loss, damage or destruction. The Mint will not be responsible for any special, incidental, consequential, indirect or punitive losses or damages (including lost profits or lost savings), whether or not the Mint had knowledge that such losses or damages might be incurred.

69. Should the Mint discover a physical loss, damage or destruction of a Fund's bullion in a Sub-Custodian to the Mint's custody, care and control, the Mint must give written notice to the Sub-Custodian to the Mint within five business days after the discovery of any such loss, damage or destruction and will also give written notice to RBC who will give written notice to the Fund's manager through the Custodian. For any discrepancy in the quantity of bullion on an inventory statement, the Mint must give the Sub-Custodian to the Mint written notice of the loss regarding such discrepancy within 60 days after the receipt of the inventory statement in which the discrepancy first appears and will also give written notice to RBC who will give written notice to the Fund's manager through the Custodian. The Sub-Custodian to the Mint will, at its discretion, as soon as practicable: (i) replace, or restore to its original state in the event of partial damage, as the case may be, the Fund's bullion that was lost, destroyed or damaged based on the advised weight and assay characteristics provided in the initial notice; (ii) compensate the Mint for the monetary value of the bullion that was lost or destroyed based on the advised weight and assay characteristics provided in the initial notice and the market value of such bullion that was lost or destroyed as of the first trading date following the discovery by the Sub-Custodian to the Mint of the loss, damage or destruction or, if first discovered by the Mint, the date of receipt by the Sub-Custodian to the Mint of the relevant notice of loss from the Mint; or (iii) replace a portion of the lost or damaged bullion and compensate the Mint for the monetary value of the remaining portion of the lost or damaged bullion based on the advised weight and assay characteristics provided in the initial notice and the market value of such bullion that was lost or destroyed as of the first trading date following the discovery by the Sub-Custodian to the Mint of the loss, damage or destruction or, if first discovered by the Mint, the date of receipt by the Sub-Custodian to the Mint of the relevant notice of loss from the Mint. If the Mint fails to give such notice in accordance with the terms of the relevant Mint Sub-Custodian Agreement, all claims against a Sub-Custodian to the Mint will be deemed to have been waived. In addition, no action, suit or other proceeding to recover any loss, damage or destruction may be brought against a Sub-Custodian to the Mint if a notice of loss, damage or destruction has been given in accordance with the terms of the relevant Mint Sub-Custodian Agreement but an action, suit or proceeding has not been commenced within 24 months from the time of discovery of the loss, damage or destruction. A Sub-Custodian to the Mint will not be responsible for any special, incidental, consequential, indirect or punitive losses or damages (including lost profits or lost savings), whether or not the Sub-Custodian to the Mint had knowledge that such losses or damages might be incurred.

Termination and Changes to the Custodial Arrangements

70. RBC may terminate the sub-custodial relationship with the Mint by giving written notice to the Mint of its intent to terminate the Storage and Custody Agreement if (i) the Mint is in default in carrying out any of its obligations under the Storage and Custody Agreement that is not cured within ten business days following RBC giving written notice to the Mint of such default; (ii) the Mint is dissolved or adjudged bankrupt, or a trustee, receiver or conservator of the Mint or of its property is appointed, or an application for any of the foregoing is filed; or (iii) the Mint is in breach of any representation or warranty contained in the Storage and Custody Agreement. The obligations of the Mint with respect to each Fund include, but are not limited to, maintaining an inventory of the Fund's bullion stored with the Mint, providing a monthly inventory to RBC, maintaining the Fund's bullion physically segregated, allocated and specifically identifiable as the Fund's property under specifically identified account numbers as directed by RBC, and taking good care, custody and control of the Fund's bullion.

71. RBC believes that all of the obligations of the Mint as described in paragraph 68 are material and anticipates that it would terminate the Mint as sub-custodian if the Mint breaches any such obligations and does not cure such breach within ten business days of RBC giving written notice to the Mint of such breach. Prior to terminating the sub-custodial relationship with the Mint, RBC or the Fund will appoint a replacement sub-custodian for bullion that complies with the requirements under NI 81-102.

72. The Manager has determined that it would be in the best interests of each Fund to receive the Exemption Sought.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

(a) The Mint meets the Shareholder Equity Threshold and, as noted on Schedule A, each Sub-Custodian to the Mint either: (i) meets the Shareholder Equity Threshold, or (ii) is a Guaranteed Sub-Custodian. Through RBC and the Mint, the Custodian will monitor each Sub-Custodian to the Mint on a regular basis (at least annually) to ensure that it either meets the Shareholder Equity Threshold or is a Guaranteed Sub-Custodian.

(b) The Custodian will provide to the Principal Regulator for the Funds on an annual basis beginning 60 days after the date upon which the Exemption Sought is first relied upon by the Funds, either (i) a current list of all such Funds that are relying on the Exemption Sought, or (ii) an update to the list of such Funds or confirmation that there has been no change to such list.

(c) The Funds and the Mint are limited to using the Mint or the Sub-Custodians to the Mint as sub-custodians for the Funds' bullion only, which will be held by the Mint or a Sub-Custodian to the Mint only in Canada, the United States, the United Kingdom, Germany, Switzerland, China (including Hong Kong), India or Singapore.

(d) RBC will obtain, at least annually, a report from the Mint, confirming that the Mint has, to the best of its ability, monitored the most recent audited financial statements of each Sub-Custodian to the Mint and is satisfied that the shareholders' equity of such entities is sufficient with what the Mint believes to be appropriate for an entity acting as custodian of physical bullion and, in any event at sufficient levels in order to meet the Mint's own internal requirements as though the Mint were seeking to deposit its own physical bullion with such Sub-Custodians to the Mint.

(e) In respect of the periodic compliance reports to be prepared by the Custodian pursuant to paragraphs 6.7(1)(b), 6.7(1)(c)(ii) and 6.7(2)(c) of NI 81-102, as such paragraphs will not be applicable given the nature of the relief granted herein, the Custodian shall include a statement in such reports regarding the completion of RBC's review process for the Mint and the Mint's review process for the Sub-Custodians of the Mint and that the Custodian is of the view that the Mint and the Sub-Custodians to the Mint continue to be appropriate sub-custodians to hold the Funds' bullion in, and outside of, Canada.

(f) Prior to a Fund relying on this Decision, the Custodian provides to the Fund:

(i) a copy of this Decision;

(ii) a disclosure statement informing the Fund of the implications of this Decision; and

(iii) a form of acknowledgment of the matters referred to in paragraph (g) below, to be signed and returned by the Fund to the Custodian.

(g) A Fund and its Manager seeking to rely on this Decision will, prior to doing so:

(i) acknowledge receipt of a copy of this Decision providing the Exemption Sought;

(ii) appoint the Custodian as its custodian under NI 81-102;

(iii) consent to the Custodian providing to staff of the Principal Regulator for the Fund on an annual basis the name of the Fund so long as it relies on this Decision; and

(iv) deliver to the Custodian a signed acknowledgement and agreement binding the Fund to the foregoing.

"Vera Nunes"
Acting Director, Investment Funds and Structured Products Branch
Ontario Securities Commission

 

SCHEDULE "A"

Sub-Custodians to the Mint

Names of Parent Companies

Names of Subsidiaries Operating the Vaults in Question

Location of Vault Facilities

 

Brink's Global Services International Inc.{1}

Brink's Canada Ltd.{2}

Halifax, Canada

 

 

 

Montreal, Canada

 

 

 

Toronto, Canada

 

 

 

Calgary, Canada

 

 

 

Vancouver, Canada

 

 

Brink's Global Services USA Inc.{2}

New York, USA

 

 

 

Los Angeles, USA

 

 

Brink's U.S., a Division of Brink's Inc.{2}

Dallas, USA

 

 

Brink's U.K. Ltd.{2}

London, England

 

 

Brink's Global Services Deutschland GmbH{2}

Frankfurt, Germany

 

 

Brink's Switzerland Ltd.{2}

Zurich, Switzerland

 

 

Brink's Hong Kong Ltd.{2}

Hong Kong, China

 

 

Brink's Far East Ltd.{2}

Shanghai, China

 

 

Brink's India Private Ltd.{2}

Mumbai, India

 

 

Brink's Singapore Pte Ltd.{2}

Singapore, Singapore

 

Dillon Gage Inc.{1}

International Depository Services of Canada Inc.{3}

Toronto, Canada

 

Loomis AB{1}

Loomis International (US) Inc.{4}

Inwood, New York, USA

 

 

 

Los Angeles, USA

 

 

 

Miami, USA

 

 

Loomis International (UK) Ltd.{4}

Shepperton (London), England

 

 

Loomis International (DE) GmbH{4}

Frankfurt, Germany

 

 

Loomis International (CH) AG{4}

Zurich, Switzerland

 

 

Loomis International (HK) Ltd.{4}

Hong Kong, China

{1} Meets the Shareholder Equity Threshold requirement

{2} Does not meet the Shareholder Equity Threshold requirement and is a Guaranteed Sub-Custodian with guarantee provided by Brink's Global Services International Inc.

{3} Does not meet the Shareholder Equity Threshold requirement and is a Guaranteed Sub-Custodian with guarantee provided by Dillon Gage Inc.

{4} Does not meet the Shareholder Equity Threshold requirement and is a Guaranteed Sub-Custodian with guarantee provided by Loomis AB.