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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: ___________________________________
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:________________________________
Title:_____________________________
Date:______________________________
Agreed to by: STATE STREET LONDON LIMITED
By:_______________________________________
Title:____________________________________
Date:_____________________________________
