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Exhibit 8(c)
CUSTODIAN AGREEMENT
To: State Street London Limited
Xxxxx Xxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Great Britain
Gentlemen:
The undersigned State Street Bank and Trust Company ("State Street") hereby
requests that State Street London Limited (the "Trust Company") establish a cash
account at State Street's licensed London branch (or at such other
deposit-taking institution in the United Kingdom as State Street may designate)
and a custody account for each custody customer and employee benefit plan
account identified in the Schedule attached to this Agreement and each
additional account which is or may hereafter be identified to this Agreement.
Such customers and accounts are referred to herein as the "Customer" or
"Customers." Each such cash account and each such custody account so established
will be referred to herein as the "Cash Account" and "Custody Account,"
respectively, and will be subject to the following terms and conditions:
1. The Trust Company shall hold in trust as agent for State Street and
shall physically segregate in the Cash Account and Custody Account,
respectively, such cash, bullion, coin, stocks, shares, bonds,
debentures, notes and other securities and other property which is
delivered to the Bank for those State Street Accounts (the "Property").
2. a. Upon the prior approval of State Street the Trust Company may
deposit Securities, as hereafter defined, in a securities
depository or utilize a clearing agency, incorporated or organized
under the laws of a country other than the United States;
b. When securities held for a Customer are deposited in a securities
depository or clearing agency by the Trust Company, the Trust
Company shall identify on its books as belonging to State Street
as agent for the Customer, the securities so deposited.
3. Upon the written instructions of State Street, in accordance with
Paragraph 7, the Trust Company is authorized to direct
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the payment of cash from the Cash Account and to sell, assign,
transfer, deliver or exchange, or to purchase for the Custody Account,
any and all stocks, shares, bonds, debentures, notes and other
securities ("Securities"), bullion, coin and any other property, but
only as provided in such written instructions. So long as and to the
extent that it exercises reasonable care, the Trust Company 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 and
shall be held harmless in acting upon any written instruction
reasonably believed by it to be genuine and to be signed by the proper
party or parties.
4. Unless the Trust Company receives written instructions of State Street
to the contrary, the Trust Company is authorized:
a. To promptly receive and collect all income and principal with
respect to the Property and to deposit cash receipts in the Cash
Account;
b. To promptly exchange securities where the exchange is purely
ministerial (including, without limitation, the exchange of
temporary securities for those in definitive form and the exchange
of warrants, or other documents of entitlement to securities, for
the securities themselves);
c. To promptly surrender securities at maturity or when called for
redemption upon receiving payment therefor;
d. Whenever notification of a rights entitlement or a fractional
interest resulting from a rights issue, stock dividend or stock
split is received for securities in the Custody Account and such
rights entitlement or fractional interest bears an expiration
date, the Trust Company will endeavor to obtain State Street
Bank's instructions, but should these not be received in time for
the Trust Company to take timely action, the Trust Company is
authorized to sell such rights entitlement or fractional interest
and to credit the Custody Account;
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e. To hold registered in the name of the nominee of the Trust Company
or its agents such Securities as are ordinarily held in registered
form;
f. To execute in State Street's name for the Customer, whenever the
Trust Company deems it appropriate, such ownership and other
certificates as may be required to obtain the payment of income
from the Property; and
g. To pay or cause to be paid, from the Cash Account any and all
taxes and levies in the nature of taxes imposed on such assets by
any governmental authority and shall use reasonable efforts, to
promptly reclaim any foreign withholding tax relating to the Cash
Account.
5. If the Trust Company shall receive any proxies, notices, reports, or
other communications relative to any of the Securities of the Custody
Account in connection with tender offers, reorganization, mergers,
consolidations, or similar events which may have an impact upon the
issuer thereof, the Trust Company shall promptly transmit any such
communication to State Street by means as will permit State Street to
take timely action with respect thereto.
6. The Trust Company is authorized in its discretion to appoint brokers
and agents in connection with the Trust Company's handling of
transactions relating to the Property provided that any such
appointment shall not relieve the Trust Company of any of its
responsibilities or liabilities hereunder.
7. Written instructions shall include (i) instructions in writing signed
by such persons as are designated in writing by State Street; (ii)
telex or tested telex instructions of State Street; (iii) other forms
of instruction in computer readable form as shall be customarily
utilized for the transmission of like information; and (iv) such other
forms of communication as from time to time shall be agreed upon by
State Street and the Trust Company.
8. The Trust Company shall supply periodic reports with respect to the
safekeeping of assets held by it under this Agreement. The content of
such reports shall include but not be limited to any transfer to or
from any account held by the Trust
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Company hereunder and such other information as State Street may
reasonably request.
9. In addition to its obligations under Section 2b hereof, the Trust
Company shall maintain such other records as may be necessary to
identify the assets hereunder as belonging to each Customer.
10. The Trust Company agrees that its books and records relating to its
actions under this Agreement shall be opened to the physical,
on-premise inspection and audit at reasonable times by officers of,
auditors employed by, or other representatives of State Street
(including to the extent permitted under applicable law the independent
public accountants of any Customer) and shall be retained for such
period as shall be agreed by State Street and the Trust Company.
11. The Trust Company shall be entitled to reasonable compensation for its
services and expenses as custodian under this Agreement, as agreed upon
from time to time by the Trust Company and State Street.
12. a. The Trust Company shall exercise reasonable care in carrying out
the provisions of this Agreement, but shall be kept indemnified by
and shall be without liability 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
Trust Company, State Street or both) on all matters, and shall be
without liability for any action reasonably taken or omitted
pursuant to such advice.
b. If State Street requires the Trust Company to take action with
respect to the Securities, which action involves the payment of
money or which action may, in the opinion of the Trust Company,
result in the Trust Company being liable for the payment of money
or incurring liability of some other form, State Street, as a
prerequisite to requiring the Trust Company to take action, shall
provide indemnity to the Trust Company in an amount and form
satisfactory to it.
13. The Trust Company shall not be liable for any loss resulting from
political risks such as exchange control restrictions,
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expropriation, nationalization, insurrection, civil strife, armed
hostilities or other similar events or any loss resulting from Acts of
God, nuclear incident and the like under circumstances where the Trust
Company has exercised reasonable care.
14. The Trust Company agrees (i) the property held hereunder is not subject
to any right, charge, security interest, lien or claim of any kind in
favor of the Trust Company or any of its agents or its creditors except
a claim of payment for their safe custody and administration and (ii)
the beneficial ownership of the Property shall be freely transferable
without the payment of money or other value other than for safe custody
or administration.
15. This Agreement may be terminated by the Trust Company or State Street
by 60 days' written notice to the other, sent by registered mail or
express courier. The Trust Company, upon the date this Agreement
terminates pursuant to notice which has been given in a timely fashion,
shall deliver the Property to the Customer unless the Trust Company has
received written instructions of State Street specifying the name(s) of
the person(s) to whom the Property shall be delivered.
16. The Trust Company and State Street shall each use its best efforts to
maintain the confidentiality of the Property in each Cash Account and
Custody Account, subject, however, to the provisions of any laws
requiring the disclosure of the Property.
17. Unless otherwise specified in this Agreement, all notices with respect
to matters contemplated by this Agreement shall be deemed duly given
when received in writing or by confirmed telex by the Trust Company or
State Street at their respective addresses set forth below, or at such
other address as be specified in each case in a notice similarly given:
To State Street Master Trust Division, Global Custody
STATE STREET BANK AND TRUST
COMPANY
X.X. Xxx 0000
Xxxxxx, Xxxxxxxxxxxxx 00000
X.X.X.
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To the Trust Company ATTN:
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STATE STREET LONDON LIMITED
Xxxxx Xxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Great Britain
18. This Agreement shall be governed by and construed in accordance with
the laws of the United Kingdom except to the extent that such laws are
preempted by the laws of the United States of America.
Please acknowledge your agreement to the foregoing by executing a copy of
this letter.
Very truly yours,
STATE STREET BANK AND
TRUST COMPANY
By:
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Title:
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Date:
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Agreed to by: STATE STREET LONDON LIMITED
By:
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Title:
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Date:
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