To use the International Currency Exchange and International Wire Services (hereinafter the “Exchange Services”) of Computershare Trust Company, National Association and its affiliates (collectively, “Computershare”), which allow you to select the currency in which you receive funds and to wire a payment to your bank outside the U.S., you agree to these terms outlined below upon submitting a foreign exchange request. By so doing, your agreement or consent will be legally binding and enforceable. The terms of this Agreement are subject to change, so you should regularly review this Agreement during visits to https://www.computershare.com/us/business/corporate-trust (the “Website”) to obtain any updates.

1. Scope of the Agreement

Exchange Services are optional and are separate from other services you may receive from Computershare. This Agreement is solely to receive Exchange Services should you desire to use, and pay for, these Exchange Services.

2. Description of Services

Computershare’s Exchange Services offer you the choice, at your election, of receiving payment in your preferred currency by electronic funds transfer. See the registration form for details of currencies offered through the Exchange Services. As this list is subject to change at any time, however, please contact Computershare if you would like the list of currencies as of the date of your transaction. Computershare will not accept (and you should not give) any instructions to make a payment in the name of anyone other than you. To use the Exchange Services, you will have to provide certain required personal and banking account information and you may be required to pay a fee each time a payment is made to you through the Exchange Services. Computershare and its agent will maintain the confidentiality of your account information consistent with the requirements of applicable law. You also understand that Computershare cannot be responsible for the exact timing of your receipt of payments made through the Exchange Services. The name(s) on your bank account must exactly match the name(s) on Computershare’s records as provided by our client or your request may be rejected, and a bank reject fee or other fees may be applied.

Computershare will not provide recommendations or advice. Customers are expected to evaluate the appropriateness of each transaction for themselves based on their individual facts and circumstances and their own assessment of the transaction’s merits and risks.

3. Fees and Timing

You understand and agree that there are certain fees associated with Computershare’s provision of the Exchange Services, that you shall be personally liable to pay these fees, and that such fees shall be deducted automatically from any payment that is made to you. The exchange rate provided to you will include the counterparty bank’s spread and Computershare may also earn a commercially reasonable fee. This fee covers administrative and other costs that Computershare or their respective vendors may charge in providing the Exchange Services to you. The level of the fee or markup may differ for each customer and may differ for the same customer depending on the method or venue used for transaction execution. We do not accept any liability for the exchange rates. Any and all liability for the exchange rates is disclaimed, including, without limitation, direct, indirect or consequential loss, and any liability if the offered exchange rates are different from rates offered or reported by third parties, or offered by the counterparty bank at a different time, at a different location, for a different transaction amount, or involving a different payment media (including but not limited to bank-notes, checks, wire transfers, etc.).

Exchange rates fluctuate, at times significantly, and you acknowledge and accept all risks that may result from such fluctuations. The counterparty bank will establish an exchange rate for your transaction on the date the funds are converted. In establishing the exchange rate for an exchange transaction, a bank may consider a variety of factors as they determine relevant, including, without limitation, market conditions, exchange rates charged by other parties, their desired rate of return, market risk, credit risk and other market, economic and business factors.

You acknowledge that exchange rates for retail and commercial transactions, and for transactions effected after regular business hours and on weekends, are different from the exchange rates for large inter-bank transactions effected during the business day, as may be reported in The Wall Street Journal, Bloomberg, or elsewhere. Exchange rates offered by other dealers or shown at other sources by the counterparty bank or other dealers (including online sources) may be different from the bank’s exchange rates. The exchange rate you are offered may be different from, and likely inferior to, the rate paid by the counterparty bank to acquire the underlying currency, or the rate earned by Computershare.

4. Amendment to this Agreement

You acknowledge and agree that Computershare may amend or modify, in whole or in part, the terms of this Agreement at any time. Any amendment or modification shall take effect when you access and/or use the Exchange Services after the date Computershare posts such amendment or modification on the Website, provided that, in each case, such change shall take effect at the date required by applicable law.

5. Acknowledgement and Consent to Transfer of Personal Financial Information

You understand and agree that in order for Computershare to provide the Exchange Services, one or more third-party service providers may be used and relied upon, and, in such case, that your personal information (including financial information) will be transmitted to and used by such providers. The service providers may use this information to fulfill their functions in connection with the Exchange Services, as well as for data processing and statistical and risk analysis purposes. You acknowledge that your information may be processed, used and/or stored outside of the U.S., in which case it may be accessible by foreign courts, governments, or agencies. You consent to Computershare’s transmission of your information and acknowledge and agree that Computershare is not responsible for information that has been transmitted to such outside providers.

6. Liability

(a) Computershare will take commercially reasonable care in operating the Exchange Services and will be responsible to you for any losses or expenses suffered or incurred by you as a direct result of Computershare’s gross negligence, willful misconduct, or fraud in operating the Exchange Services for you. Computershare does not accept liability for any indirect or consequential loss suffered by you, or for any loss that does not arise as a direct result of Computershare’s gross negligence, willful misconduct or fraud;

(b) None of Computershare, its third-party service providers, or the applicable counterparty bank(s) shall have any liability for any loss you may suffer from any movement in the exchange rate or in the processing of, or failure to process, your request by your designated banking institution(s). If you are requesting a payment in U.S. dollars (“USD”) by electronic funds transfer to a non-U.S. bank, Computershare will not be responsible for, and shall have no liability in connection with, the local bank not accepting the USD payment. Computershare is not liable if the USD wire is converted by the receiving bank to local currency;

(c) If your electronic funds transfer fails to be delivered successfully for any reason, you will have the opportunity to provide corrected instructions in writing. If you are unable to provide corrected written instructions in a timely manner, your payment will be converted back into USD at the then-prevailing exchange rate, certain processing fees will be deducted from your payment, and you will receive your payment in USD by check mailed to your address on record. Due to these additional currency conversions and the additional fees described herein, the amount sent to you in USD may differ from your original payment amount;

(d) You agree that you are solely responsible for the accuracy of any and all information and instructions that you provide to Computershare, its third-party service provides, and any banking institution(s), as well as for any and all actions that are carried out in reliance on such information. If you are in any doubt as to whether your instruction has been received or carried out, you may contact Computershare as provided for on the Website; and

(e) Computershare shall not be responsible for delays or failure to perform any of its obligations or functions due to acts beyond its control. Such acts shall include, but not be limited to, acts of God, strikes, lockout, riots, acts of war, epidemics, pandemics, terrorism, governmental regulations superimposed after the fact, judicial orders, communication line failures, power failure, earthquakes, or other disasters.

7. Governing Law

This Agreement shall be governed by and construed in accordance with all applicable federal laws of the United States of America and the laws of the State of New York (without reference to conflict of law provisions), and you hereby consent to the jurisdiction of courts in the State of New York over all matters relating to this Agreement.

8. General Provisions

Computershare reserves the right to delay taking action on any particular instructions from you if it reasonably needs to obtain further information from you or to comply with any legal or regulatory requirement  (including the obtaining of evidence of identity to comply with anti-money laundering regulations), or to investigate any concerns Computershare may have about the validity of, or any other matter relating to, the instructions.

9. Tertiary Currencies

Computershare and its affiliates are restricted by law from holding accounts in certain currencies. Payments made in these currencies must be routed through a local third-party bank. This routing may delay the processing of your request and affect the currency exchange rate that is applied to your transaction. By requesting a payment in any of these currencies, you accept these risks and agree to hold Computershare and its affiliates harmless, in accordance with the terms set forth in paragraph 6 above, with respect to the currency conversion rate and the length of time required to process your transaction and deliver your proceeds. Please review the list posted below of the tertiary currencies which Computershare and its affiliates currently offer.

TERTIARY CURRENCIES – THIS LIST IS SUBJECT TO CHANGE AT ANY TIME

ANGOLIAN KWANZA

DJIBOUTIAN FRANC

PARAGUAYAN GUARANI

AZERBAIJANI MANTA

GAMBIAN DALASI

SEYCHELLOIS RUPEE

BOLIVIAN BOLIVIANO

HONDURAN LEMPIRAS

SERBIAN DINAR

BURUNDIAN FRANC

MADAGASCAR ARIARY

SOUTH KOREAN WON

CHILEAN PESO

MALAYSIAN RINGGIT

TAIWANESE NEW DOLLAR

COLOMBIAN PESO

NEPALESE RUPEE

 

CONGOLESE FRANC

NETHERLANDS ANTILLIAN GUILDER

 

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Exchange Services and may only be amended, modified or supplemented in writing.

We process personal information pursuant to service agreements we have in place with our clients who have retained us to provide a variety of services on their behalf, including but not limited to transfer agency, plans administration, class action administration, corporate trust, corporate actions, and governance services. The personal information that you or our clients provide to us is used to perform the various services that are described in each service agreement.