EX-99.2(j)
CUSTODIAN CONTRACT
This Contract is made as of October 19, 2001 between BlackRock
California Municipal 2018 Term Trust, a business trust organized and
existing under the laws of the State of Delaware, having its principal
place of business at 000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
hereinafter called the "Fund", and State Street Bank and Trust Company, a
Massachusetts trust company, having its principal place of business at 000
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000, hereinafter called the
"Custodian",
WITNESSETH: That in consideration of the mutual covenants and
agreements hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of its
assets pursuant to the provisions of the Fund's agreement and declaration
of trust (the "Declaration of Trust"). The Fund agrees to deliver to the
Custodian all securities and cash owned by it, and all payments of income,
payments of principal or capital distributions received by it with respect
to all securities owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares of beneficial
interest ("Shares") of the Fund as may be issued or sold from time to time.
The Custodian shall not be responsible for any property of the Fund held or
received by the Fund and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of
Article 3), the Custodian shall from time to time employ one or more
sub-custodians, but only in accordance with an applicable vote by the board
of trustees of the Fund (the "Board of Trustees"), and provided that the
Custodian shall have no more or less responsibility or liability to the
Fund on account of any actions or omissions of any sub-custodian so
employed than any such sub-custodian has to the Custodian.
2. Duties of the Custodian with Respect to Property of the Fund Held
By the Custodian
2.1 Holding Securities. The Custodian shall hold and physically
segregate for the account of the Fund all non-cash property,
including all securities owned by the Fund, other than (a)
securities which are maintained pursuant to Section 2.8 in a
clearing agency registered with the Securities and Exchange
Commission (the "SEC") under Section 17A of the Securities
Exchange Act of 1934 (the "Exchange Act"), which acts as a
securities depository, or in the book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies
(each, a "Securities System") and (b) commercial paper of an
issuer for which State Street Bank and Trust Company acts as
issuing and paying agent ("Direct Paper") which is deposited
and/or maintained in the Direct Paper System of the Custodian (the
"Direct Paper System") pursuant to Section 2.9.
2.2 Delivery of Securities. The Custodian shall release and deliver
securities owned by the Fund held by the Custodian or in a
Securities System account of the Custodian ("Securities System
Account") or in the Custodian's Direct Paper book entry system
account ("Direct Paper System Account") only upon receipt of
Proper Instructions, which may be continuing instructions when
deemed appropriate by the parties, and only in the following
cases:
1) Upon sale of such securities for the account of the Fund
and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered
into by the Fund;
3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section 2.8
hereof;
4) To the depository agent in connection with tender or
other similar offers for securities of the Fund;
5) To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or
other consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into
the name of the Fund or into the name of any nominee or
nominees of the Custodian or into the name or nominee
name of any agent appointed pursuant to Section 2.7 or
into the name or nominee name of any sub-custodian
appointed pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of
units; provided that, in any such case, the new
securities are to be delivered to the Custodian;
7) Upon the sale of such securities for the account of the
Fund, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street
delivery" custom; provided that in any such case, the
Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities
prior to receiving payment for such securities except as
may arise from the Custodian's own negligence or willful
misconduct;
8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization
or readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion
contained in such securities, or pursuant to any deposit
agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
9) In the case of warrants, rights or similar securities,
the surrender thereof in the exercise of such warrants,
rights or similar securities or the surrender of interim
receipts or temporary securities for definitive
securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the
Custodian;
10) For delivery in connection with any loans of securities
made by the Fund, but only against receipt of adequate
collateral as agreed upon from time to time by the
Custodian and the Fund, which may be in the form of cash
or obligations issued by the United States government,
its agencies or instrumentalities, except that in
connection with any loans for which collateral is to be
credited to the Custodian's account in the book-entry
system authorized by the U.S. Department of the Treasury,
the Custodian will not be held liable or responsible for
the delivery of securities owned by the Fund prior to the
receipt of such collateral;
11) For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets by
the Fund, but only against receipt of amounts borrowed;
12) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a
broker-dealer registered under the Exchange Act and a
member of The National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with the rules of
The Options Clearing Corporation and of any registered
national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of
the Commodity Futures Trading Commission (the "CFTC")
and/or any Contract Market, or any similar organization
or organizations, regarding account deposits in
connection with transactions by the Fund;
14) For any other proper purpose, but only upon receipt of
Proper Instructions specifying the securities of the Fund
to be delivered, setting forth the purpose for which such
delivery is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the Custodian
(other than bearer securities) shall be registered in the name of
the Fund or in the name of any nominee of the Fund or of any
nominee of the Custodian which nominee shall be assigned
exclusively to the Fund, unless the Fund has authorized in writing
the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser
as the Fund, or in the name or nominee name of any agent appointed
pursuant to Section 2.7 or in the name or nominee name of any
sub-custodian appointed pursuant to Article 1. All securities
accepted by the Custodian on behalf of the Fund under the terms of
this Contract shall be in "street name" or other good delivery
form. If, however, the Fund directs the Custodian to maintain
securities in "street name", the Custodian shall utilize its best
efforts only to timely collect income due the Fund on such
securities and to notify the Fund on a best efforts basis only of
relevant corporate actions including, without limitation, pendency
of calls, maturities, tender or exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only to
draft or order by the Custodian acting pursuant to the terms of
this Contract, and shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it from or for the
account of the Fund, other than cash maintained by the Fund in a
bank account established and used in accordance with Rule 17f-3
under the Investment Company Act of 1940, as amended (the "1940
Act"). Funds held by the Custodian for the Fund may be deposited
by it to its credit as Custodian in the banking department of the
Custodian or in such other banks or trust companies as it may in
its discretion deem necessary or desirable; provided, however,
that every such bank or trust company shall be qualified to act as
a custodian under the 1940 Act and that each such bank or trust
company and the funds to be deposited with each such bank or trust
company shall be approved by vote of a majority of the Board of
Trustees of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable
by the Custodian only in that capacity.
2.5 Collection of Income. Subject to the provisions of Section 2.3,
the Custodian shall collect on a timely basis all income and other
payments with respect to registered securities held hereunder to
which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely
basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and
shall credit such income, as collected, to the Fund's custodian
account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and
other income items requiring presentation as and when they become
due and shall collect interest when due on securities held
hereunder. Income due the Fund on securities loaned pursuant to
the provisions of Section 2.2 (10) shall be the responsibility of
the Fund. The Custodian will have no duty or responsibility in
connection therewith, other than to provide the Fund with such
information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income
to which the Fund is properly entitled.
2.6 Payment of Fund Monies. Upon receipt of Proper Instructions, which
may be continuing instructions when deemed appropriate by the
parties, the Custodian shall pay out monies of the Fund in the
following cases only:
1) Upon the purchase of securities, options, futures
contracts or options on futures contracts for the account
of the Fund but only (a) against the delivery of such
securities or evidence of title to such options, futures
contracts or options on futures contracts to the
Custodian (or any bank, banking firm or trust company
doing business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian and
has been designated by the Custodian as its agent for
this purpose) registered in the name of the Fund or in
the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer; (b) in
the case of a purchase effected through a Securities
System, in accordance with the conditions set forth in
Section 2.8 hereof; (c) in the case of a purchase
involving the Direct Paper System, in accordance with the
conditions set forth in Section 2.11; (d) in the case of
repurchase agreements entered into between the Fund and
the Custodian, or another bank, or a broker-dealer which
is a member of NASD, (i) against delivery of the
securities either in certificate form or through an entry
crediting the Custodian's account at the Federal Reserve
Bank with such securities or (ii) against delivery of the
receipt evidencing purchase by the Fund of securities
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities
from the Fund or (e) for transfer to a time deposit
account of the Fund in any bank; such transfer may be
effected prior to receipt of a confirmation from a broker
and/or the applicable bank pursuant to Proper
Instructions as defined in Article 4;
2) In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2
hereof;
3) For the payment of any expense or liability incurred by
the Fund, including but not limited to the following
payments for the account of the Fund: interest, taxes,
management fees, accounting fees, transfer agent and
legal fees, and operating expenses of the Fund whether or
not such expenses are to be in whole or part capitalized
or treated as deferred expenses;
4) For the payment of any dividends declared pursuant to the
governing documents of the Fund;
5) For payment of the amount of dividends received in
respect of securities sold short;
6) For any other proper purpose, but only upon receipt of
Proper Instructions specifying the amount of such
payment, setting forth the purpose for which such payment
is to be made, declaring such purpose to be a proper
purpose, and naming the person or persons to whom such
payment is to be made.
2.7 Appointment of Agents. The Custodian may at any time or times in
its discretion appoint (and may at any time remove) any other bank
or trust company which is itself qualified under the 1940 Act to
act as a custodian, as its agent to carry out such of the
provisions of this Article 2 as the Custodian may from time to
time direct; provided, however, that the appointment of any agent
shall not relieve the Custodian of its responsibilities or
liabilities hereunder.
2.8 Deposit of Securities in Securities Systems. The Custodian may
deposit and/or maintain securities owned by the Fund in a
Securities System in accordance with applicable Federal Reserve
Board and SEC rules and regulations, if any, and subject to the
following provisions:
1) The Custodian may keep securities of the Fund in a
Securities System provided that such securities are
represented in a Securities System Account which shall
not include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with respect to securities
of the Fund which are maintained in a Securities System
shall identify by book-entry those securities belonging
to the Fund;
3) The Custodian shall pay for securities purchased for the
account of the Fund upon (i) receipt of advice from the
Securities System that such securities have been
transferred to the Securities System Account, and (ii)
the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the
Fund. The Custodian shall transfer securities sold for
the account of the Fund upon (i) receipt of advice from
the Securities System that payment for such securities
has been transferred to the Securities System Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the
Securities System of transfers of securities for the
account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be provided
to the Fund at its request. Upon request, the Custodian
shall furnish the Fund confirmation of each transfer to
or from the account of the Fund in the form of a written
advice or notice and shall furnish to the Fund copies of
daily transaction sheets reflecting each day's
transactions in the Securities System for the account of
the Fund;
4) The Custodian shall provide the Fund with any report
obtained by the Custodian on the Securities System's
accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;
5) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable to the
Fund for any loss or damage to the Fund resulting from
use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its
agents or of any of its or their employees or from
failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the
Securities System; at the election of the Fund, it shall
be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the
Securities System or any other person which the Custodian
may have as a consequence of any such loss or damage if
and to the extent that the Fund has not been made whole
for any such loss or damage.
2.9 Fund Assets Held in the Custodian's Direct Paper System. The
Custodian may deposit and/or maintain securities owned by the Fund
in the Direct Paper System of the Custodian subject to the
following provisions:
1) No transaction relating to securities in the Direct Paper
System will be effected in the absence of Proper
Instructions;
2) The Custodian may keep securities of the Fund in the
Direct Paper System only if such securities are
represented in Direct Paper System Account which shall
not include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for
customers;
3) The records of the Custodian with respect to securities
of the Fund which are maintained in the Direct Paper
System shall identify by book-entry those securities
belonging to the Fund;
4) The Custodian shall pay for securities purchased for the
account of the Fund upon the making of an entry on the
records of the Custodian to reflect such payment and
transfer of securities to the account of the Fund. The
Custodian shall transfer securities sold for the account
of the Fund upon the making of an entry on the records of
the Custodian to reflect such transfer and receipt of
payment for the account of the Fund;
5) The Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund, in the form
of a written advice or notice, of Direct Paper on the
next business day following such transfer and shall
furnish to the Fund copies of daily transaction sheets
reflecting each day's transaction in the Securities
System for the account of the Fund;
6) The Custodian shall provide the Fund with any report on
its system of internal accounting control as the Fund may
reasonably request from time to time.
2.10 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund establish and maintain a segregated
account or accounts for and on behalf of the Fund, into which
account or accounts may be transferred cash and/or securities,
including securities maintained in an account by the Custodian
pursuant to Section 2.8 hereof, (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a
broker-dealer registered under the Exchange Act and a member of
the NASD (or any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with the rules of
The Options Clearing Corporation and of any registered national
securities exchange (or the CFTC or any registered contract
market), or of any similar organization or organizations,
regarding escrow or other arrangements in connection with
transactions by the Fund, (ii) for purposes of segregating cash or
government securities in connection with options purchased, sold
or written by the Fund or commodity futures contracts or options
thereon purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release or
releases of the SEC relating to the maintenance of segregated
accounts by registered investment companies and (iv) for other
proper purposes, but only, in the case of clause (iv), upon
receipt of Proper Instructions from the Fund setting forth the
purpose or purposes of such segregated account and declaring such
purposes to be proper purposes.
2.11 Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for all
federal and state tax purposes in connection with receipt of
income or other payments with respect to securities of the Fund
held by it and in connection with transfers of such securities.
2.12 Proxies. The Custodian shall, with respect to the securities held
hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise
than in the name of the Fund or a nominee of the Fund, all
proxies, without indication of the manner in which such proxies
are to be voted, and shall promptly deliver to the Fund such
proxies, all proxy soliciting materials and all notices relating
to such securities.
2.13 Communications Relating to Fund Securities. Subject to the
provisions of Section 2.3, the Custodian shall transmit promptly
to the Fund all written information (including, without
limitation, pendency of calls and maturities of securities and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers of the securities being
held for the Fund. With respect to tender or exchange offers, the
Custodian shall transmit promptly to the Fund all written
information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party
(or his agents) making the tender or exchange offer. If the Fund
desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Fund shall notify the
Custodian at least three business days prior to the date on which
the Custodian is to take such action.
2.14 Reports to Fund by Independent Public Accountants The Custodian
shall provide the Fund, at such times as the Fund may reasonably
require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for
safeguarding securities, futures contracts and options on futures
contracts, including securities deposited and/or maintained in a
Securities System, relating to the services provided by the
Custodian under this Contract; such reports, shall be of
sufficient scope and in sufficient detail, as may reasonably be
required by the Fund, to provide reasonable assurance that any
material inadequacies would be disclosed by such examination, and,
if there are no such inadequacies, the reports shall so state.
3. Payments for Sales or Repurchases or Redemptions of Shares
The Custodian shall receive from the distributor of the Shares or
from the Fund's Transfer Agent (the "Transfer Agent") and deposit into the
account of the Fund such payments as are received for Shares thereof issued
or sold from time to time by the Fund. The Custodian will provide timely
notification to the Fund and the Transfer Agent of any receipt by it of
payments for Shares of the Fund.
From such funds as may be available for the purpose, the Custodian
shall, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of Shares who have delivered to the
Transfer Agent a request for redemption or repurchase of their Shares. In
connection with the redemption or repurchase of Shares, the Custodian is
authorized upon receipt of instructions from the Transfer Agent to wire
funds to or through a commercial bank designated by the redeeming
shareholders. In connection with the redemption or repurchase of Shares,
the Custodian shall honor checks drawn on the Custodian by a holder of
Shares, which checks have been furnished by the Fund to the holder of
Shares, when presented to the Custodian in accordance with such procedures
and controls as are mutually agreed upon from time to time between the Fund
and the Custodian.
4. Proper Instructions
Proper Instructions as used throughout this Contract means a
writing signed or initialed by one or more person or persons as the Board
of Trustees shall have from time to time authorized. Each such writing
shall set forth the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such action is
requested. Oral instructions will be considered Proper Instructions if the
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction
involved. The Fund shall cause all oral instructions to be confirmed in
writing. Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices provided that the
instructions are consistent with the security procedures agreed to by the
Fund and the Custodian including, but not limited to, the security
procedures selected by the Fund on the Funds Transfer Addendum to this
Contract. For purposes of this Article, Proper Instructions shall include
instructions received by the Custodian pursuant to any three-party
agreement which requires a segregated asset account in accordance with
Section 2.12.
5. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority
from the Fund:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to
its duties under this Contract, provided that all such
payments shall be accounted for to the Fund;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Fund, checks,
drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities
and property of the Fund except as otherwise directed by
the Board of Trustees.
6. Evidence of Authority
The Custodian shall be protected in acting upon any instructions,
notice, request, consent, certificate or other instrument or paper believed
by it to be genuine and to have been properly executed by or on behalf of
the Fund. The Custodian may receive and accept a certified copy of a vote
of the Board of Trustees as conclusive evidence (a) of the authority of any
person to act in accordance with such vote or (b) of any determination or
of any action by the Board of Trustees pursuant to the Declaration of Trust
as described in such vote, and such vote may be considered as in full force
and effect until receipt by the Custodian of written notice to the
contrary.
7. Duties of Custodian with Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary
information to the entity or entities appointed by the Board of Trustees to
keep the books of account of the Fund and/or compute the net asset value
per share of the outstanding shares of the Fund or, if directed in writing
to do so by the Fund, shall itself keep such books of account and/or
compute such net asset value per share. If so directed, the Custodian shall
also calculate weekly the net income of the Fund as described in the Fund's
registration statement on Form N-2 under the 1940 Act as filed with the SEC
(the "Registration Statement") and shall advise the Fund and the Transfer
Agent weekly of the total amounts of such net income and, if instructed in
writing by an officer of the Fund to do so, shall advise the Transfer Agent
periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the
weekly income of the Fund shall be made at the time or times described from
time to time in the Fund's currently effective Registration Statement.
8. Records
The Custodian shall with respect to the Fund create and maintain
all records relating to its activities and obligations under this Contract
in such manner as will meet the obligations of the Fund under the 1940 Act,
with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Fund and shall at
all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Fund and
employees and agents of the SEC. The Custodian shall, at the Fund's
request, supply the Fund with a tabulation of securities owned by the Fund
and held by the Custodian and shall, when requested to do so by the Fund
and for such compensation as shall be agreed upon between the Fund and the
Custodian, include certificate numbers in such tabulations.
9. Opinion of Fund's Independent Accountants
The Custodian shall take all reasonable action, as the Fund may
from time to time request, to obtain from year to year favorable opinions
from the Fund's independent accountants with respect to its activities
hereunder in connection with the preparation of the Fund's Registration
Statement, and Form N-SAR or other annual reports to the SEC and with
respect to any other requirements of the SEC.
10. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time
between the Fund and the Custodian.
11. Responsibility of Custodian
So long as and to the extent that it is in the exercise of
reasonable care, the Custodian shall not be responsible for the title,
validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Contract and shall be
held harmless in acting upon any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and to be signed
by the proper party or parties, including any futures commission merchant
acting pursuant to the terms of a three-party futures or options agreement.
The Custodian shall be held to the exercise of reasonable care in carrying
out the provisions of this Contract, but shall be kept indemnified by and
shall be without liability to the Fund for any action taken or omitted by
it in good faith without negligence. It shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.
If the Fund requires the Custodian to take any action with respect
to securities, which action involves the payment of money or which action
may, in the opinion of the Custodian, result in the Custodian or its
nominee assigned to the Fund being liable for the payment of money or
incurring liability of some other form, the Fund, as a prerequisite to
requiring the Custodian to take such action, shall provide indemnity to the
Custodian in an amount and form satisfactory to it.
If the Fund requires the Custodian, its affiliates, subsidiaries
or agents, to advance cash or securities for any purpose (including but not
limited to securities settlements and assumed settlement) or in the event
that the Custodian or its nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or liabilities in connection with
the performance of this Contract, except such as may arise from its or its
nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the Fund shall
be security therefor and should the Fund fail to repay the Custodian
promptly, the Custodian shall be entitled to utilize available cash and to
dispose of the Fund's assets to the extent necessary to obtain
reimbursement.
In no event shall the Custodian be liable for indirect, special or
consequential damages.
12. Effective Period, Termination and Amendment
This Contract shall become effective as of the date of its
execution, shall continue in full force and effect until terminated as
hereinafter provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an instrument in
writing delivered or mailed, postage prepaid to the other party, such
termination to take effect not sooner than thirty (30) days after the date
of such delivery or mailing; provided, however, that the Fund shall not
amend or terminate this Contract in contravention of any applicable federal
or state regulations, or any provision of the Declaration of Trust, and
further provided, that the Fund may at any time by action of its Board of
Trustees (i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a conservator or
receiver for the Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian for its costs,
expenses and disbursements.
13. Successor Custodian
If a successor custodian shall be appointed by the Board of
Trustees, the Custodian shall, upon termination, deliver to such successor
custodian at the office of the Custodian, duly endorsed and in the form for
transfer, all securities then held by it hereunder and shall transfer to an
account of the successor custodian all of the Fund's securities held in a
Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Board of Trustees, deliver at the office of the Custodian and transfer such
securities, funds and other properties in accordance with such vote.
In the event that no written order designating a successor
custodian or certified copy of a vote of the Board of Trustees shall have
been delivered to the Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the right to deliver
to a bank or trust company, which is a "bank" as defined in the 1940 Act,
doing business in Boston, Massachusetts, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and
other properties held by the Custodian and all instruments held by the
Custodian relative thereto and all other property held by it under this
Contract and to transfer to an account of such successor custodian all of
the Fund's securities held in any Securities System. Thereafter, such bank
or trust company shall be the successor of the Custodian under this
Contract.
In the event that securities, funds and other properties remain in
the possession of the Custodian after the date of termination hereof owing
to failure of the Fund to procure the certified copy of the vote referred
to or of the Board of Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during
such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Contract relating to the
duties and obligations of the Custodian shall remain in full force and
effect.
14. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian
and the Fund, may from time to time agree on such provisions interpretive
of or in addition to the provisions of this Contract as may in their joint
opinion be consistent with the general tenor of this Contract. Any such
interpretive or additional provisions shall be in a writing signed by both
parties and shall be annexed hereto, provided that no such interpretive or
additional provisions shall contravene any applicable federal or state
regulations or any provision of the Declaration of Trust. No interpretive
or additional provisions made as provided in the preceding sentence shall
be deemed to be an amendment of this Contract.
15. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of The Commonwealth of
Massachusetts.
16. Prior Contracts
This Contract supersedes and terminates, as of the date hereof,
all prior contracts between the Fund and the Custodian relating to the
custody of the Fund's assets.
17. Reproduction of Documents
This Contract and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The
parties hereto all/each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course
of business, and that any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence.
18. Notices
Any notice, instruction or other instrument required to be given
hereunder may be delivered in person to the offices of the parties as set
forth herein during normal business hours or delivered prepaid registered
mail or by telex, cable or facsimile to the parties at the following
addresses or such other addresses as may be notified by any party from time
to time.
To the Fund: BlackRock California Municipal 2018 Term Trust
c/o BlackRock, Inc.
000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxx, Vice President
Telephone: 000-000-0000
Facsimile: 000-000-0000
To the Custodian: State Street Bank and Trust Company
Xxx Xxxxxxxx Xxxxx/XXX 0X
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Vice President
Telephone: 000-000-0000
Facsimile: 000-000-0000
Such notice, instruction or other instrument shall be deemed to
have been served in the case of a registered letter at the expiration of
five business days after posting, in the case of cable twenty-four hours
after dispatch and, in the case of telex, immediately on dispatch and if
delivered outside normal business hours it shall be deemed to have been
received at the next time after delivery when normal business hours
commence and in the case of cable, telex or facsimile on the business day
after the receipt thereof. Evidence that the notice was properly addressed,
stamped and put into the post shall be conclusive evidence of posting.
19. Remote Access Services Addendum
The Custodian and the Fund each agree to abide by the terms of the
Remote Access Services Addendum attached hereto.
20. Shareholder Communications Election
SEC Rule 14b-2 requires banks which hold securities for the
account of customers to respond to requests by issuers of securities for
the names, addresses and holdings of beneficial owners of securities of
that issuer held by the bank unless the beneficial owner has expressly
objected to disclosure of this information. In order to comply with the
rule, the Custodian needs the Fund to indicate whether it authorizes the
Custodian to provide the Fund's name, address, and share position to
requesting companies whose securities the Fund owns. If the Fund tells the
Custodian "no", the Custodian will not provide this information to
requesting companies. If the Fund tells the Custodian "yes" or does not
check either "yes" or "no" below, the Custodian is required by the rule to
treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the
Fund. For the Fund's protection, the Rule prohibits the requesting company
from using the Fund's name and address for any purpose other than corporate
communications. Please indicate below whether the Fund consents or objects
by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.
NO [X] The Custodian is not authorized to release the Fund's name,
address, and share positions.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this instrument
to be executed in its name and behalf by its duly authorized representative
and its seal to be hereunder affixed as of the date first above-written.
ATTEST: BLACKROCK CALIFORNIA MUNICIPAL
2018 TERM TRUST
/s/ Xxxxx Xxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------------ ------------------------------
Xxxxx Xxxx Xxxx X. Xxxxxxxx
Assistant Treasurer Secretary
ATTEST: STATE STREET BANK AND TRUST COMPANY
/s/ Xxxxxxxxx X. Poster By:_/s/ Xxxxxx X. Xxxxxx
----------------------------------- ------------------------------
Xxxxxxxxx X. Poster, Xxxxxx X. Xxxxxx,
Vice President Executive Vice President
Funds Tranfer Addendum
OPERATING GUIDELINES
1. Obligation of the Sender: State Street is authorized to promptly debit
Client's account(s) upon the receipt of a payment order in compliance with
the selected Security Procedure chosen for funds transfer and in the amount
of money that State Street has been instructed to transfer. State Street
shall execute payment orders in compliance with the Security Procedure and
with the Client's instructions on the execution date provided that such
payment order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. All payment
orders and communications received after this time will be deemed to have
been received on the next business day.
2. Security Procedure: The Client acknowledges that the Security Procedure
it has designated on the Selection Form was selected by the Client from
Security Procedures offered by State Street. The Client agrees that the
Security Procedures are reasonable and adequate for its wire transfer
transactions and agrees to be bound by any payment orders, amendments and
cancellations, whether or not authorized, issued in its name and accepted
by State Street after being confirmed by any of the selected Security
Procedures. The Client also agrees to be bound by any other valid and
authorized payment order accepted by State Street. The Client shall
restrict access to confidential information relating to the Security
Procedure to authorized persons as communicated in writing to State Street.
The Client must notify State Street immediately if it has reason to believe
unauthorized persons may have obtained access to such information or of any
change in the Client's authorized personnel. State Street shall verify the
authenticity of all instructions according to the Security Procedure.
3. Account Numbers: State Street shall process all payment orders on the
basis of the account number contained in the payment order. In the event of
a discrepancy between any name indicated on the payment order and the
account number, the account number shall take precedence and govern.
Financial institutions that receive payment orders initiated by State
Street at the instruction of the Client may also process payment orders on
the basis of account numbers, regardless of any name included in the
payment order. State Street will also rely on any financial institution
identification numbers included in any payment order, regardless of any
financial institution name included in the payment order.
4. Rejection: State Street reserves the right to decline to process or
delay the processing of a payment order which (a) is in excess of the
collected balance in the account to be charged at the time of State
Street's receipt of such payment order; (b) if initiating such payment
order would cause State Street, in State Street's sole judgment, to exceed
any volume, aggregate dollar, network, time, credit or similar limits upon
wire transfers which are applicable to State Street; or (c) if State
Street, in good faith, is unable to satisfy itself that the transaction has
been properly authorized.
5. Cancellation or Amendment: State Street shall use reasonable efforts to
act on all authorized requests to cancel or amend payment orders received
in compliance with the Security Procedure provided that such requests are
received in a timely manner affording State Street reasonable opportunity
to act. However, State Street assumes no liability if the request for
amendment or cancellation cannot be satisfied.
6. Errors: State Street shall assume no responsibility for failure to
detect any erroneous payment order provided that State Street complies with
the payment order instructions as received and State Street complies with
the Security Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the detection of
errors in payment orders.
7. Interest and Liability Limits: State Street shall assume no
responsibility for lost interest with respect to the refundable amount of
any unauthorized payment order, unless State Street is notified of the
unauthorized payment order within thirty (30) days of notification by State
Street of the acceptance of such payment order. In no event shall State
Street be liable for special, indirect or consequential damages, even if
advised of the possibility of such damages and even for failure to execute
a payment order.
8. Automated Clearing House ("ACH") Credit Entries/Provisional Payments:
When a Client initiates or receives ACH credit and debit entries pursuant
to these Guidelines and the rules of the National Automated Clearing House
Association and the New England Clearing House Association, State Street
will act as an Originating Depository Financial Institution and/or
Receiving Depository Institution, as the case may be, with respect to such
entries. Credits given by State Street with respect to an ACH credit entry
are provisional until State Street receives final settlement for such entry
from the Federal Reserve Bank. If State Street does not receive such final
settlement, the Client agrees that State Street shall receive a refund of
the amount credited to the Client in connection with such entry, and the
party making payment to the Client via such entry shall not be deemed to
have paid the amount of the entry.
9. Confirmation Statements: Confirmation of State Street's execution of
payment orders shall ordinarily be provided within 24 hours. Notice may be
delivered through State Street's proprietary information systems, such as,
but not limited to Horizon and GlobalQuest(R), account statements, advices,
or by facsimile or callback. The Client must report any objections to the
execution of a payment order within 30 days.
10. Liability on Foreign Accounts: State Street shall not be required to
repay any deposit made at a non-U.S. branch of State Street, or any deposit
made with State Street and denominated in a non-U.S. dollar currency, if
repayment of such deposit or the use of assets denominated in the non-U.S.
dollar currency is prevented, prohibited or otherwise blocked due to: (a)
an act of war, insurrection or civil strife; (b) any action by a non-U.S.
government or instrumentality or authority asserting governmental, military
or police power of any kind, whether such authority be recognized as a
defacto or a dejure government, or by any entity, political or
revolutionary movement or otherwise that usurps, supervenes or otherwise
materially impairs the normal operation of civil authority; or(c) the
closure of a non-U.S. branch of State Street in order to prevent, in the
reasonable judgment of State Street, harm to the employees or property of
State Street. The obligation to repay any such deposit shall not be
transferred to and may not be enforced against any other branch of State
Street.
The foregoing provisions constitute the disclosure required by
Massachusetts General Laws, Chapter 167D, Section 36.
While State Street is not obligated to repay any deposit made at a non-U.S.
branch or any deposit denominated in a non-U.S. currency during the period
in which its repayment has been prevented, prohibited or otherwise blocked,
State Street will repay such deposit when and if all circumstances
preventing, prohibiting or otherwise blocking repayment cease to exist.
11. MISCELLANEOUS: State Street and the Client agree to cooperate to
attempt to recover any funds erroneously paid to the wrong party or
parties, regardless of any fault of State Street or the Client, but the
party responsible for the erroneous payment shall bear all costs and
expenses incurred in trying to effect such recovery. These Guidelines may
not be amended except by a written agreement signed by the parties.
Security Procedure(s) Selection Form
Please select one or more of the funds transfer security procedures
indicated below.
/_/ SWIFT
SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a
cooperative society owned and operated by member financial institutions
that provides telecommunication services for its membership. Participation
is limited to securities brokers and dealers, clearing and depository
institutions, recognized exchanges for securities, and investment
management institutions. SWIFT provides a number of security features
through encryption and authentication to protect against unauthorized
access, loss or wrong delivery of messages, transmission errors, loss of
confidentiality and fraudulent changes to messages. SWIFT is considered to
be one of the most secure and efficient networks for the delivery of funds
transfer instructions. Selection of this security procedure would be most
appropriate for existing SWIFT members.
/_/ Standing Instructions
Standing Instructions may be used where funds are transferred to a broker
on the Client's established list of brokers with which it engages in
foreign exchange transactions. Only the date, the currency and the currency
amount are variable. In order to establish this procedure, State Street
will send to the Client a list of the brokers that State Street has
determined are used by the Client. The Client will confirm the list in
writing, and State Street will verify the written confirmation by
telephone. Standing Instructions will be subject to a mutually agreed upon
limit. If the payment order exceeds the established limit, the Standing
Instruction will be confirmed by telephone prior to execution.
/_/ Remote Batch Transmission
Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU)
data communications between the Client and State Street. Security
procedures include encryption and or the use of a test key by those
individuals authorized as Automated Batch Verifiers.
Clients selecting this option should have an existing facility for
completing CPU-CPU transmissions. This delivery mechanism is typically used
for high-volume business.
/_/ Global Horizon Interchangesm Funds Transfer Service
Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients
to electronically transmit authenticated Fedwire, CHIPS or internal book
transfer instructions to State Street. This delivery mechanism is most
appropriate for Clients with a low-to-medium number of transactions (5-75
per day), allowing Clients to enter, batch, and review wire transfer
instructions on their PC prior to release to State Street.
/_/ Telephone Confirmation (Callback)
Telephone confirmation will be used to verify all non-repetitive funds
transfer instructions received via untested facsimile or phone. This
procedure requires Clients to designate individuals as authorized
initiators and authorized verifiers. State Street will verify that the
instruction contains the signature of an authorized person and prior to
execution, will contact someone other than the originator at the Client's
location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have
the capability to use other security procedures.
/_/ Repetitive Wires
For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to
the same payee (destination bank and account number) and only the date and
currency amount are variable, a repetitive wire may be implemented.
Repetitive wires will be subject to a mutually agreed upon limit. If the
payment order exceeds the established limit, the instruction will be
confirmed by telephone prior to execution. Telephone confirmation is used
to establish this process. Repetitive wire instructions must be reconfirmed
annually.
This alternative is recommended whenever funds are frequently transferred
between the same two accounts.
/_/ Transfers Initiated by Facsimile
The Client faxes wire transfer instructions directly to State Street Mutual
Fund Services. Standard security procedure requires the use of a random
number test key for all transfers. Every six months the Client receives
test key logs from State Street. The test key contains alpha-numeric
characters, which the Client puts on each document faxed to State Street.
This procedure ensures all wire instructions received via fax are
authorized by the Client.
We provide this option for Clients who wish to batch wire instructions and
transmit these as a group to State Street Mutual Fund Services once or
several times a day.
/_/ Automated Clearing House (ACH)
State Street receives an automated transmission or a magnetic tape from a
Client for the initiation of payment (credit) or collection (debit)
transactions through the ACH network. The transactions contained on each
transmission or tape must be authenticated by the Client. Clients using ACH
must select one or more of the following delivery options:
/_/ Global Horizon Interchange Automated Clearing House Service
Transactions are created on a microcomputer, assembled into batches and
delivered to State Street via fully authenticated electronic transmissions
in standard NACHA formats.
/_/ Transmission from Client PC to State Street Mainframe with Telephone
Callback
/_/ Transmission from Client Mainframe to State Street Mainframe with
Telephone Callback
/_/ Transmission from DST Systems to State Street Mainframe with Encryption
/_/ Magnetic Tape Delivered to State Street with Telephone Callback
State Street is hereby instructed to accept funds transfer instructions
only via the delivery methods and security procedures indicated. The
selected delivery methods and security procedure(s) will be effective for
payment orders initiated by our organization.
Key Contact Information
Whom shall we contact to implement your selection(s)?
CLIENT OPERATIONS CONTACT ALTERNATE CONTACT
_____________________________________ ____________________________________
Name Name
_____________________________________ ____________________________________
Address Address
_____________________________________ ____________________________________
City/State/Zip Code City/State/Zip Code
_____________________________________ ____________________________________
Telephone Number Telephone Number
_____________________________________ ____________________________________
Facsimile Number Facsimile Number
_____________________________________
SWIFT Number
_____________________________________
Telex Number
7.
INSTRUCTION(S)
TELEPHONE CONFIRMATION
Fund BlackRock Municipal 2018 Term Trust
----------------------------------------------------------------
Investment Advisor BlackRock Advisors, Inc.
Sub-Advisor BlackRock Financial Management, Inc.
Authorized Initiators
Please Type or Print
Please provide a listing of Fund officers or other individuals who are
currently authorized to initiate wire transfer instructions to State
Street:
NAME TITLE (Specify whether position SPECIMEN SIGNATURE
is with Fund or Investment
Adviser)
Authorized Verifiers
Please Type or Print
Please provide a listing of Fund officers or other individuals who will be
CALLED BACK to verify the initiation of repetitive wires of $10 million or
more and all non-repetitive wire instructions:
NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY)
REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
ADDENDUM to that certain Custodian Contract dated as of October
19, 2001 (the "Custodian Agreement") between BlackRock California Municipal
2018 Term Trust (the "Customer") and State Street Bank and Trust Company,
including its subsidiaries and affiliates ("State Street").
State Street has developed and utilizes proprietary accounting and
other systems in conjunction with the custodian services which State Street
provides to the Customer. In this regard, State Street maintains certain
information in databases under its control and ownership which it makes
available to its customers (the "Remote Access Services").
The Services
State Street agrees to provide the Customer, and its designated investment
advisors, consultants or other third parties authorized by State Street
("Authorized Designees") with access to In~SightSM as described in Exhibit
A or such other systems as may be offered from time to time (the "System")
on a remote basis.
Security Procedures
The Customer agrees to comply, and to cause its Authorized Designees to
comply, with remote access operating standards and procedures and with user
identification or other password control requirements and other security
procedures as may be issued from time to time by State Street for use of
the System and access to the Remote Access Services. The Customer agrees to
advise State Street immediately in the event that it learns or has reason
to believe that any person to whom it has given access to the System or the
Remote Access Services has violated or intends to violate the terms of this
Addendum and the Customer will cooperate with State Street in seeking
injunctive or other equitable relief. The Customer agrees to discontinue
use of the System and Remote Access Services, if requested, for any
security reasons cited by State Street.
Fees
Fees and charges for the use of the System and the Remote Access Services
and related payment terms shall be as set forth in the custody fee schedule
in effect from time to time between the parties. The Customer shall be
responsible for any tariffs, duties or taxes imposed or levied by any
government or governmental agency by reason of the transactions
contemplated by this Addendum, including, without limitation, federal,
state and local taxes, use, value added and personal property taxes (other
than income, franchise or similar taxes which may be imposed or assessed
against State Street). Any claimed exemption from such tariffs, duties or
taxes shall be supported by proper documentary evidence delivered to State
Street.
Proprietary Information/Injunctive Relief
The System and Remote Access Services described herein and the databases,
computer programs, screen formats, report formats, interactive design
techniques, formulae, processes, systems, software, know- how, algorithms,
programs, training aids, printed materials, methods, books, records, files,
documentation and other information made available to the Customer by State
Street as part of the Remote Access Services and through the use of the
System and all copyrights, patents, trade secrets and other proprietary
rights of State Street related thereto are the exclusive, valuable and
confidential property of State Street and its relevant licensors (the
"Proprietary Information"). The Customer agrees on behalf of itself and its
Authorized Designees to keep the Proprietary Information confidential and
to limit access to its employees and Authorized Designees (under a similar
duty of confidentiality) who require access to the System for the purposes
intended. The foregoing shall not apply to Proprietary Information in the
public domain or required by law to be made public.
The Customer agrees to use the Remote Access Services only in connection
with the proper purposes of this Addendum. The Customer will not, and will
cause its employees and Authorized Designees not to, (i) permit any third
party to use the System or the Remote Access Services, (ii) sell, rent,
license or otherwise use the System or the Remote Access Services in the
operation of a service bureau or for any purpose other than as expressly
authorized under this Addendum, (iii) use the System or the Remote Access
Services for any fund, trust or other investment vehicle without the prior
written consent of State Street, or (iv) allow or cause any information
transmitted from State Street's databases, including data from third party
sources, available through use of the System or the Remote Access Services,
to be published, redistributed or retransmitted for other than use for or
on behalf of the Customer, as State Street's customer.
The Customer agrees that neither it nor its Authorized Designees will
modify the System in any way; enhance or otherwise create derivative works
based upon the System, nor will your or your Authorized Designees reverse
engineer, decompile or otherwise attempt to secure the source code for all
or any part of the System.
The Customer acknowledges that the disclosure of any Proprietary
Information, or of any information which at law or equity ought to remain
confidential, will immediately give rise to continuing irreparable injury
to State Street inadequately compensable in damages at law and that State
Street shall be entitled to obtain immediate injunctive relief against the
breach or threatened breach of any of the foregoing undertakings, in
addition to any other legal remedies which may be available.
Limited Warranties
State Street represents and warrants that it is the owner of and has the
right to grant access to the System and to provide the Remote Access
Services contemplated herein. Because of the nature of computer information
technology including, but not limited to, the use of the Internet, and the
necessity of relying upon third party sources, and data and pricing
information obtained from third parties, the System and Remote Access
Services are provided "AS IS", and the Customer and its Authorized
Designees shall be solely responsible for the investment decisions, results
obtained, regulatory reports and statements produced using the Remote
Access Services. State Street and its relevant licensors will not be liable
to the Customer or its Authorized Designees for any direct or indirect,
special, incidental, punitive or consequential damages arising out of or in
any way connected with the System or the Remote Access Services, nor shall
either party be responsible for delays or nonperformance under this
Addendum arising out of any cause or event beyond such party's control.
State Street will take reasonable steps to ensure that its products (and
those of its third-party suppliers) reflect the available state of the art
technology to offer products that are Year 2000 compliant, including, but
not limited to, century recognition of dates, calculations that correctly
compute same century and multi century formulas and date values, and
interface values that reflect the date issues arising between now and
December 31, 2099, and if any changes are required, State Street will make
the changes to its products at no cost to you and in a commercially
reasonable time frame and will require third-party suppliers to do
likewise. The Customer will do likewise for its systems.
EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF
AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES
CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER
EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Infringement
State Street will defend or, at our option, settle any claim or action
brought against the Customer to the extent that it is based upon an
assertion that access to the System or use of the Remote Access Services by
the Customer under this Addendum constitutes direct infringement of any
patent or copyright or misappropriation of a trade secret, provided that
the Customer notifies State Street promptly in writing of any such claim or
proceeding and cooperates with State Street in the defense of such claim or
proceeding. Should the System or the Remote Access Services or any part
thereof become, or in State Street's opinion be likely to become, the
subject of a claim of infringement or the like under any applicable patent
or copyright or trade secret laws, State Street shall have the right, at
State Street's sole option, to (i) procure for the Customer the right to
continue using the System or the Remote Access Services, (ii) replace or
modify the System or the Remote Access Services so that the System or the
Remote Access Services becomes noninfringing, or (iii) terminate this
Addendum without further obligation.
Termination
Either party to the Custodian Agreement may terminate this Addendum (i) for
any reason by giving the other party at least one-hundred and eighty (180)
days prior written notice in the case of notice of termination by State
Street to the Customer or thirty (30) days notice in the case of notice
from the Customer to State Street of termination, or (ii) immediately for
failure of the other party to comply with any material term and condition
of the Addendum by giving the other party written notice of termination.
This Addendum shall in any event terminate within ninety (90) days after
the termination of the Custodian Agreement. In the event of termination,
the Customer will return to State Street all copies of documentation and
other confidential information in its possession or in the possession of
its Authorized Designees. The foregoing provisions with respect to
confidentiality and infringement will survive termination for a period of
three (3) years.
Miscellaneous
This Addendum and the exhibit hereto constitute the entire understanding of
the parties to the Custodian Agreement with respect to access to the System
and the Remote Access Services. This Addendum cannot be modified or altered
except in a writing duly executed by each of State Street and the Customer
and shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.
By its execution of the Custodian Agreement, the Customer (a) confirms to
the Custodian that it informs all Authorized Designees of the terms of this
Addendum; (b) accepts responsibility for its and its Authorized Designees'
compliance with the terms of this Addendum; and (c) indemnifies and holds
the Custodian harmless from and against any and all costs, expenses,
losses, damages, charges, counsel fees, payments and liabilities arising
from any failure of the Customer or any of its Authorized Designees to
abide by the terms of this Addendum.
EXHIBIT A
to
REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
IN~SIGHTSM
System Product Description
In~SightSM provides bilateral information delivery, interoperability, and
on-line access to State Street. In~SightSM allows users a single point of
entry into State Street's diverse systems and applications. Reports and
data from systems such as Investment Policy MonitorSM, Multicurrency
HorizonSM, Securities Lending, Performance & Analytics and Electronic Trade
Delivery can be accessed through In~SightSM. This Internet-enabled
application is designed to run from a Web browser and perform across
low-speed data lines or corporate high-speed backbones. In~SightSM also
offers users a flexible toolset, including an ad-hoc query function, a
custom graphics package, a report designer, and a scheduling capability.
Data and reports offered through In~SightSM will continue to increase in
direct proportion with the customer roll out, as it is viewed as the
information delivery system will grow with State Street's customers.
