Exhibit (j)
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XX XXXXXX
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
Corporate Safekeeping Account Agreement
Account Name: Xxxxxx & Xxxxxx Group, Inc. Account #: 88659
Gentlemen:
By virtue of the authority contained in the resolutions set forth in the
Certificate following this Agreement, we hereby request you to open a custody
account in the name of the Corporation and to hold in it, upon the following
terms and subject to additional instructions, all funds, securities and other
property received by you for our account.
1. Until you receive contrary written instructions from us, you are authorized
and directed to:
a. dispose of cash income and principal received by you with respect to this
account as follows:
__ credit all income and principal to our checking account; or
__ credit all income and principal to our income and principal custody
ledger accounts respectively; balances to be subject only to our written
instructions; or
x credit all income and principal to our principal custody ledger account,
balances to be subject only to our written instructions; and
b. dispose of fractional interests in stock received by you as a result of
stock dividends as follows:
__ buy the additional fractional interest needed to obtain a full share; or
x sell any fractional interest received
2. You are authorized to:
a. surrender for payment maturing obligations and those called for redemption;
b. exchange securities when the exchange is purely ministerial;
c. accept and open all mail directed to us in your care; and
d. sign for us and in our name any declarations, affidavits or certificates of
ownership required for the collection of income or principal on our behalf.
3. We understand and agree that securities in registered form are to be
registered in nominee name and that:
a. We will indemnify and hold harmless both you and the nominee from all
liability as the bolder of record and will have the same responsibility as if
the securities were registered in our name;
b. you will forward stockholders' reports to us only if we specifically
request you to do so;
c. in compliance with the Securities and Exchange Commission's Rule 14b-2:
__ you are authorized to release to issuing companies our name, address and
share positions (We understand that the issuing companies may provide
this information to others); or
x you are not authorized to release to issuing companies our name, address
and share positions
d. you are authorized to vote proxies on shares held for our account in
accordance with the following instructions (it being understood that we may
change these instructions by notifying you prior to the date of a meeting of
shareholders):
__ forward all proxies and proxy materials to us, except proxies relating
solely, on an uncontested basis, to the election of directors,
appointment of auditors and other ordinary business (in which case we
authorize you to vote as recommended by management); or
__ forward all proxy materials to us and send the issuer of the shares an
abstention or quorum vote only; or
x do not vote on our behalf, but forward all proxies and proxy materials to
us.
4. We understand and agree that you will carry out all instructions regarding
securities transactions which you receive on our behalf in accordance with
generally accepted market practice and that:
a. when you are instructed to receive securities against payment, we will have
funds on deposit with you or have made funds available to you in advance for
such purpose;
b. you are not under any duty to provide us with investment advice or to
supervise our investments; and
c. you may, at your sole discretion, accept orders from us for the purchase or
sale of securities and either execute such orders yourselves or by means of a
broker or other financial organization of your choice including organizations
affiliated with you, subject to the fees and commissions in effect from time
to time. You shall not be responsible for any act or omission, or for the
solvency of any broker or agent selected by you to effect any transaction for
our account including organizations affiliated with you. When instructed to
buy securities for which you or an affiliate of yours acts as a dealer, you
may buy or sell such securities from or to yourselves as principal, or such
affiliate. We are on notice and agree that when you execute an order from me
through a broker or other financial organization including affiliated
organizations, you may receive a portion of the brokerage commission or other
remuneration payable on such execution. The amounts of any such payments to
you shall be as agreed from time to time by you and the broker or other
financial organization and they shall not appear on any confirmations or other
statements, but will be available to us upon our request.
d. you are authorized to accept and act on all instructions received from any
of your affiliates to either receive or deliver securities against payment
into or from our account and to charge our account any transaction, service or
other fee on behalf of such affiliate. In carrying out any such transaction,
it is understood that we will not send you separate settlement instructions.
We agree to assume all risks which may result from any action taken by you in
reliance in good faith on such instructions.
e. you are authorized, until further notice, to receive from and/or deliver to
the following broker(s) or their successor(s): SALOMON BROTHERS, INC., XXXXXX
XXXXXXX & CO., JOSENTHAL, LYON & XXXX, INC., XXXXXXX, SACHS & CO., LADENBURG
XXXXXXXX & CO. INC., XXXXXXXX-XXXXXXXX COMPANY
any securities they may present to you or request to be delivered by you,
against payment for our account.
In carrying out any such transactions, it is understood that no confirmation
will be mailed to you. The broker, however, will furnish you with instructions
through the Depository Trust Company under I.D. #27656 of their purchase or
sale. You are to act upon such instructions as may be received by you from
time to time from the broker. The broker will be held responsible for the
accuracy of the figures and any other details of the transaction instructions.
Advices of all transactions effected under this authorization are to be sent
to us in the usual manner.
These instructions may be considered in full force and effect until revoked.
5. We authorize you to deposit any securities held in our account in a book
entry account maintained either at the Federal Reserve Bank of New York or in
domestic or foreign depositories, clearing agencies or other book entry
systems including but not limited to The Depository Trust Company and
Euroclear. Such securities may be held in the name of a nominee maintained by
you or by any such depository and may be commingled with securities owned by
you or others.
6. You are authorized and directed to follow and rely upon all instructions
given by us or an attorney-in fact acting under written authority filed with
you including, without limitation, instructions given by letter, telephone,
facsimile transmissions, telegram, teletype, cablegram or electronic media if
you believe them to be genuine. We agree to assume all risks which may result
from any action taken by you in reliance in good faith on such instructions.
You shall be protected in executing such instructions from an attorney-in-fact
prior to receipt by you of notice of the revocation of the written authority
of the attorney-in-fact.
7. You are not responsible for any failure or delay either in collecting any
monies which may have accrued in connection with any foreign securities or in
notifying us of any rights exercisable by us in connection with or of any
proceedings affecting such securities. Unless otherwise instructed, all such
monies, including income and the proceeds of sales and redemptions, received
in a foreign currency will be converted into US Dollars at the prevailing rate
of exchange in New York as determined by you for credit in accordance with
paragraph 1(a) hereof.
8. We agree to pay you as compensation for your services a fee computed at
rates determined by you from time to time and communicated to us in advance
and you are authorized and directed to charge to our account the amount due
you. You are further authorized and directed to charge to our account all
taxes and expenses incidental to the transfer of securities on our behalf. We
understand that any dividends automatically credited on the dividend date to
our account which are not subsequently received by you from the corporations
paying such dividends will be reimbursed to you from our account. We agree
that it is our duty to reconcile statements and advices sent to us and that
all such statements and advices will be considered final thirty days from the
date of dispatch.
9. We hereby pledge to you as security for the payment of any present or
future obligation or liability of any kind which we may have to you, all
monies, credits, negotiable instruments, bonds, stocks, commercial paper,
securities, mortgages, claims, demands, rights, interests and property of
every kind which (i) may now or hereafter be in transit to you or any of your
affiliates and which belong to us or (ii) are held by you or any of your
affiliates for our account or subject to our order (all of which are
hereinafter referred to as the "Collateral") and we hereby grant you a lien,
right of set-off and security interest in the Collateral.
10. Duplicate statements should be sent to the following parties:
Name: _______________________________________________________________
Address:_____________________________________________________________
_____________________________________________________________________
Name:________________________________________________________________
Address:_____________________________________________________________
_____________________________________________________________________
11. Special Instructions:_____________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
12. This agreement shall be governed by and construed in accordance with the
law of the State of New York. It may be terminated by written notice at any
time at the option of either party.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
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Authorized Signature/Title, CHAIRMAN & CEO
Date: May 24, 1994
Tax Identification Number Address of Record
00-0000000 00 Xxxx 00xx Xx.
Xxxxx 0000
Xxx Xxxx, XX 00000
__________________________________
Accepted:
Xxxxxx Guaranty Trust Company of New York
By: /s/ Xxxxxx Trust Company
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Name/Title
I HEREBY CERTIFY to XXXXXX GUARANTY TRUST COMPANY OF NEW YORK that at a
meeting of the Board of Directors of XXXXXX & XXXXXX GROUP, INC.___________
____________________________________________________________________________,
a corporation organized under the laws of the STATE OF NEW YORK duly called
and held on the 20th day of MAY 1994, the following resolution was duly
adopted and is now in full force and effect:
RESOLVED that Xxxxxx Guaranty Trust Company of New York is designated
as a custodian for the safekeeping of securities of this corporation,
such securities to be held and disposed of by the said Trust Company
as custodian for this corporation and subject at all times to the
instructions of this corporation; that securities so held by the
Trust Company may be held, endorsed and delivered in the name or
names of its nominee or nominees; and that deposits, purchases, sales
and withdrawals of securities into and from the custody account of
this corporation may be made upon the written authorization of the
following officers of this corporation, when signed in the manner
indicated below:
1. Orders authorizing withdrawal of securities free of payment:
(Number of signatures required on each instrument) Two
(1*Manner of signing)___ _________________________________________
____________________________________________________________________
____________________________________________________________________
2. Orders authorizing the deposit or withdrawal of securities against
payment:
(Number of signatures required on each instrument) Two
(1*Manner of signing)________________________________________________
_____________________________________________________________________
_____________________________________________________________________
I further certify that the following are duly elected, qualified and acting
officers of said corporation:
Chairman of the Board /s/ XXXXXXX X. XXXXXX
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President /s/ XXXXXX X. XXXXXX
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Chief Financial Officer
& Senior Vice-President /s/ J XXXXXXX XXXX
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Controller & Vice President /s/ XXXXXX X. XXXXXX
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Cashier ____________________________________________________________
Treasurer __________________________________________________________
Secretary __________________________________________________________
Asst. Treasurer ____________________________________________________
Asst. Treasurer ____________________________________________________
Asst. Secretary ____________________________________________________
Asst. Secretary ____________________________________________________
Asst. Cashier ______________________________________________________
Trust Officer ______________________________________________________
Asst. Trust Officer ________________________________________________
IN WITNESS WHEREOF, I have hereunto set my hand as (Controller Secretary) of
said corporation and affixed the corporate seal this 26th day of May, 1994.
______________________
Cashier or Secretary
Controller & Vice President
(2)**Confirmed by
______________________
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(1) *Officers should be designated by title rather than by name. If more than
one signature is required, please state what officers are authorized to sign
in conjunction with one another.
(2) **Confirmation by another officer is
required only in case the Secretary is authorized to sign alone on behalf of
the corporation.
