Common use of Proxies and Other Materials Clause in Contracts

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless otherwise instructed by Customer, (i) Custodian shall promptly deliver to Customer all notices of meetings, proxy materials (other than proxies) and other announcements which it receives regarding securities held by it in each Securities Account, (ii) whenever Custodian or any of its agents receives a proxy with respect to securities in any Account, Custodian shall promptly request instructions from Customer on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer timely informs Custodian that Customer wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customer. Unless otherwise instructed by Customer, and subject to Section 7(b), neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Account. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customer, Custodian shall promptly transmit to Customer all other written information received by Custodian from issuers of securities held in any Account. With respect to tender or exchange offers for securities held in any Securities Account or other corporate transactions involving such securities, Custodian shall promptly transmit to Customer all written information received by Custodian from issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desires, with respect to any such tender or exchange offer or other corporate transaction, to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer shall notify Custodian at least five business days prior to the date on which Custodian is to take such action.

Appears in 11 contracts

Samples: Custody Agreement (AQR Funds), Custody Agreement (AQR Funds), Custody Agreement (AQR Funds)

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Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Company, (i) Custodian shall promptly deliver to Customer the Company all notices of meetings, proxy materials (other than proxies) and other announcements announcements, which it receives regarding securities held by it in each Securities the Custody Account, (ii) whenever . Whenever Custodian or any of its agents receives a proxy with respect to securities in any the Custody Account, Custodian shall promptly request instructions from Customer the Company on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Company timely informs Custodian that Customer the Company wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Company. Unless otherwise instructed by Customer, and subject to Section 7(b)the Company, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Company, Custodian shall promptly transmit to Customer the Company all other written information received by Custodian from issuers of securities held in any the Custody Account. With respect to tender or exchange offers for such securities held in any Securities Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Company all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Company, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Company shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action.

Appears in 7 contracts

Samples: Custody Agreement (Kayne Anderson MLP Investment CO), Custody Agreement (Kayne Anderson Energy Development Co), Custody Agreement (Wilshire Mutual Funds Inc)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Trust, (i) Custodian shall promptly deliver to Customer the Trust all notices of meetings, proxy materials (other than proxies) and other announcements announcements, which it receives regarding securities held by it in each Securities Account, (ii) whenever the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in any Accountthe Custody Account of a Portfolio, Custodian shall promptly request instructions from Customer the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Trust timely informs Custodian that Customer the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Trust. Unless otherwise instructed by Customer, and subject to Section 7(b)the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Trust, Custodian shall promptly transmit to Customer the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any AccountPortfolio. With respect to tender or exchange offers for such securities held in any Securities Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Trust, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action.

Appears in 6 contracts

Samples: Custody Agreement (Aip Alternative Strategies Funds), Custody Agreement (Blue Chip Investor Fund), Custody Agreement (Third Avenue Variable Series Trust)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Trust, (i) Custodian shall promptly deliver to Customer the Trust all notices of meetings, proxy materials (other than proxies) and other announcements announcements, which it receives regarding securities held by it in each Securities Account, (ii) whenever the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in any Accountthe Custody Account of a Portfolio, Custodian shall promptly request instructions from Customer Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If Trust timely informs Custodian that Customer Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to CustomerTrust. Unless otherwise instructed by Customer, and subject to Section 7(b)the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Trust, Custodian shall promptly transmit to Customer the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any AccountPortfolio. With respect to tender or exchange offers for such securities held or rights offerings in any Securities Account or other corporate transactions involving such securitiesconnection therewith, Custodian shall promptly transmit to Customer the Trust all written information received by Custodian from the issuers of such the securities whose tender or exchange is sought and from any the party (or its agents) making any such the tender or exchange offer or participating in such other corporate transactionfrom the issuers of the securities with respect to which the rights offering is being made. If Customer desires, the Trust desires to take action with respect to any such tender or offer, exchange offer offer, rights offering or other corporate similar transaction, to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days three Business Days prior to the date on which Custodian is to take such action.

Appears in 5 contracts

Samples: Custody Agreement (Barr Rosenberg Variable Insurance Trust), Custody Agreement (Barr Rosenberg Series Trust), Custody Agreement (Barr Rosenberg Series Trust)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Company, (i) Custodian shall promptly deliver to Customer the Company all notices of meetings, proxy materials (other than proxies) and other announcements announcements, which it receives regarding securities held by it in each Securities Account, (ii) whenever the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in any Accountthe Custody Account of a Portfolio, Custodian shall promptly request instructions from Customer the Company on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Company timely informs Custodian that Customer the Company wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Company. Unless otherwise instructed by Customer, and subject to Section 7(b)the Company, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Company, Custodian shall promptly transmit to Customer the Company all other written information received by Custodian from issuers of securities held in the Custody Account of any AccountPortfolio. With respect to tender or exchange offers for such securities held in any Securities Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Company all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Company, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Company shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action.

Appears in 3 contracts

Samples: Custody Agreement (Needham Funds Inc), Custody Agreement (RBB Fund Inc), Custody Agreement (Lipper Funds Inc)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Fund, (i) Custodian shall promptly deliver to Customer the Fund all notices of meetings, proxy materials (other than proxies) and other announcements which announcements, that it receives regarding securities and other assets held by it in each Securities the Custody Account, (ii) whenever . Whenever Custodian or any of its agents receives a proxy with respect to securities in any the Custody Account, Custodian shall promptly request instructions from Customer the Fund on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Fund timely informs Custodian that Customer the Fund wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Fund. Unless otherwise instructed by Customer, and subject to Section 7(b)the Fund, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Fund, Custodian shall promptly transmit to Customer the Fund all other written information received by Custodian from issuers of securities or partnership interests held in any the Custody Account. . (c) With respect to tender or exchange offers for securities held in any Securities the Custody Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Fund all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Fund, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Fund shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action. (d) With respect to transactions in partnership interests held in the Custody Account, Custodian shall promptly transmit to the Fund all written information (if any) that Custodian has received by reason of the registration of such partnership interests in the name of Custodian. If the Fund desires to take any action that may be taken pursuant to the terms of any such transaction, it shall notify Custodian at least five Business Days prior to the date on which Custodian is to take such action.

Appears in 3 contracts

Samples: Custody Agreement (Endowment TEI Fund, L.P.), Custody Agreement (Endowment Registered Fund L P), Custody Agreement (Endowment Registered Fund L P)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Trust, (i) Custodian shall promptly deliver to Customer the Trust all notices of meetings, proxy materials (other than proxies) and other announcements announcements, which it receives regarding securities held by it in each Securities the Custody Account, (ii) whenever . Whenever Custodian or any of its agents receives a proxy with respect to securities in any credited to the Custody Account, Custodian shall promptly request instructions from Customer the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Trust timely informs Custodian that Customer the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Trust. Unless otherwise instructed by Customer, and subject to Section 7(b)the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Trust, Custodian shall promptly transmit to Customer the Trust all other written information received by Custodian from issuers of securities held in any credited to the Custody Account. With respect to tender or exchange offers for such securities held in any Securities Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Trust, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action.

Appears in 2 contracts

Samples: Custody Agreement (JPMorgan Trust I), Custody Agreement (JPMorgan Trust I)

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Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Master Fund, (i) Custodian shall promptly deliver to Customer the Master Fund all notices of meetings, proxy materials (other than proxies) and other announcements which announcements, that it receives regarding securities and other assets held by it in each Securities the Custody Account, (ii) whenever . Whenever Custodian or any of its agents receives a proxy with respect to securities in any the Custody Account, Custodian shall promptly request instructions from Customer the Master Fund on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Master Fund timely informs Custodian that Customer the Master Fund wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Master Fund. Unless otherwise instructed by Customer, and subject to Section 7(b)the Master Fund, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Master Fund, Custodian shall promptly transmit to Customer the Master Fund all other written information received by Custodian from issuers of securities or partnership interests held in any the Custody Account. . (c) With respect to tender or exchange offers for securities held in any Securities the Custody Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Master Fund all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Master Fund, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Master Fund shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action. (d) With respect to transactions in partnership interests held in the Custody Account, Custodian shall promptly transmit to the Master Fund all written information (if any) that Custodian has received by reason of the registration of such partnership interests in the name of Custodian. If the Master Fund desires to take any action that may be taken pursuant to the terms of any such transaction, it shall notify Custodian at least five Business Days prior to the date on which Custodian is to take such action.

Appears in 2 contracts

Samples: Custody Agreement (Endowment Master Fund L P), Custody Agreement (Endowment Master Fund L P)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Trust, (i) Custodian shall promptly deliver to Customer the Trust all notices of meetings, proxy materials (other than proxies) and other announcements announcements, which it receives regarding securities held by it in each Securities Account, (ii) whenever the Custody Account of a Series. Whenever Custodian or any of its agents receives a proxy with respect to securities in any Accountthe Custody Account of a Series, Custodian shall promptly request instructions from Customer the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Trust timely informs Custodian that Customer the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Trust. Unless otherwise instructed by Customer, and subject to Section 7(b)the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Trust, Custodian shall promptly transmit to Customer the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any AccountSeries. With respect to tender or exchange offers for such securities held in any Securities Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Trust, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action.

Appears in 2 contracts

Samples: Custody Agreement (Underlying Funds Trust), Custody Agreement (Underlying Funds Trust)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless Unless otherwise instructed by Customerthe Trust, (i) Custodian shall promptly deliver to Customer the Trust all notices of meetings, proxy materials (other than proxies) and other announcements announcements, which it receives regarding securities held by it in each Securities the Custody Account, (ii) whenever . Whenever Custodian or any of its agents receives a proxy with respect to securities in any the Custody Account, Custodian shall promptly request instructions from Customer the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer . If the Trust timely informs Custodian that Customer the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customerthe Trust. Unless otherwise instructed by Customer, and subject to Section 7(b)the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Accounthereunder. (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customerthe Trust, Custodian shall promptly transmit to Customer the Trust all other written information received by Custodian from issuers of securities held in any the Custody Account. With respect to tender or exchange offers for such securities held in any Securities Account or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to Customer the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desiresthe Trust, with respect to any such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five business days Business Days prior to the date on which Custodian is to take such action.

Appears in 1 contract

Samples: Custody Agreement (Coventry Group)

Proxies and Other Materials. (a) Except as set forth in Section 7(b) below, or unless otherwise instructed by Customer, (i) Custodian shall promptly deliver to Customer all notices of meetings, proxy materials (other than proxies) and other announcements which it receives regarding securities held by it in each Securities Account, (ii) whenever Custodian or any of its agents receives a proxy with respect to securities in any Account, Custodian shall promptly request instructions from Customer on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions; and (iii) if Customer timely informs Custodian that Customer wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to Customer. Unless otherwise instructed by Customer, and subject to Section 7(b), neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held in any Securities Account.. -5- Negotiated by JG from JPMCB standard form dated Oct. 12, 2009 (b) The services set forth in Section 7(a) above are only available with respect to securities issued and held in the U.S. market. Services are available in certain other markets, details of which and fee schedules for which are available from Custodian upon request. Such services shall be provided by Custodian in its sole discretion, shall be subject to a separate service agreement as well as additional documentation that may be required for certain markets, may be precluded or restricted under a variety of circumstances and do not include physical attendance at shareholder meetings. (c) Unless otherwise instructed by Customer, Custodian shall promptly transmit to Customer all other written information received by Custodian from issuers of securities held in any Account. With respect to tender or exchange offers for securities held in any Securities Account or other corporate transactions involving such securities, Custodian shall promptly transmit to Customer all written information received by Custodian from issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If Customer desires, with respect to any such tender or exchange offer or other corporate transaction, to take any action that may be taken by it pursuant to the terms of such offer or other transaction, Customer shall notify Custodian at least five business days prior to the date on which Custodian is to take such action.

Appears in 1 contract

Samples: Custody Agreement

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