FIFTH THIRD BANK
GLOBAL CUSTODY ADDENDUM
This GLOBAL CUSTODY ("ADDENDUM") dated as of _________________, 2001 by and
between (the "Customer"), and FIFTH THIRD BANK, a banking corporation organized
pursuant to the laws of the State of Ohio ("Bank"), is made as an addendum to
the Custody Agreement dated , 2000 (the "Custody Agreement") between the
Customer and Bank;
WHEREAS, Bank has been appointed by Customer as the Custodian of the
assets of its portfolio of funds and Customer desires to establish one or more
custody accounts through Bank for Global Custody;
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants contained herein, the parties hereto agree as follows:
1. Appointment of Bank as Global Custodian. Bank is hereby authorized
and directed to, and shall, open and maintain one or more custody accounts (the
"Account") in such name or names as Customer may, from time to time, direct; and
will accept, in accordance with the terms hereof, all cash and currency
(collectively referred to herein as "Cash") and all securities, instruments and
other intangible assets as may be agreed upon by Bank and Customer which shall
from time to time be delivered to or received by it or any Sub-custodian in the
United States or in a country approved by Customer for deposit in or otherwise
held in the Account (collectively referred to herein as "Securities") (Cash and
Securities are collectively referred to herein as "Assets"). Bank assumes no
obligation to review investments in the Account or to recommend the purchase,
retention or sale of any Assets unless provided for by a separate written
agreement between the parties.
2. Maintenance of Assets Outside the United States. Bank is hereby
authorized and directed to hold the Assets in the countries with the
Sub-custodians set forth on Schedule A annexed hereto (the "Foreign
Sub-custodians"), which Schedule A may be amended (by deleting, adding or
changing Sub-custodians or deleting countries) from time to time by Bank without
Customer approval. Bank shall notify (either orally or in writing) Customer of
any such amendment or change.
3. Foreign Sub-Custodians. Except as may otherwise be agreed upon in
writing, Assets of the Fund shall at all times be maintained in custody of an
"Eligible Foreign Custodian" as defined in or exempt under the 1940 Act. With
respect to holding Property with an Eligible Foreign Custodian, it is expressly
understood and agreed that:
(i) Bank will endeavor, to the extent feasible, to hold
securities in the country or other jurisdiction in which the
principal trading market for such Securities is located, where such
Securities are to be presented for cancellation and/or payment
and/or registration, or where such Securities are acquired;
(ii) Cash which is maintained in a foreign country will be in any
currency which may be legally held in such country and may be held
in non-interest bearing accounts;
(iii) Foreign Sub-custodians may hold Securities in central
securities depositories or clearing agencies in which such
participates;
(iv) Unless otherwise agreed to in writing by the parties hereto
or otherwise required by local law or practice, Securities
deposited with Eligible Foreign Custodians will be held in a
commingled account in the name of Bank or its designee
sub-custodian as custodian or trustee for its customers;
(v) Settlement of and payment for Securities received for, and
delivered from the Account may be made in accordance with the
customary or established securities trading or securities
processing practices and procedures in the jurisdiction or market
in which the transaction occurs, including without limitation, the
delivery of Securities to a purchaser, broker, dealer or their
prospective agents either against a receipt for future payment or
without any payment (so-called "free delivery"); and
(vi) Customer is solely responsible for the payment of and the
reclamation, where applicable, of taxes. Bank will, however,
cooperate with Customers in connection with Customer's payment or
reclamation of taxes and shall make the necessary filings in
connection with obtaining tax exemptions and tax reclamations which
are available to the Customer.
4. Powers of Bank. (a) General Powers. Subject to and in accordance
with Customer's - instruction, Bank, as Customer's agent, and for the account
and risk of Customer, is hereby authorized and empowered, with respect to
Securities held outside the United States with Foreign Sub-custodians, to
authorize and empower Foreign Sub-custodians to:
(i) receive and deliver Property;
(ii) receive all payments of principal, interest, dividends and
other income and distributions payable with respect to Property;
(iii) exchange Securities in temporary or bearer form for
Securities in definitive or registered form; effect an exchange of
shares where the par value of stock is changed; and surrender
Securities at maturity or earlier when advised of a call for
redemption (provided, however,that Bank shall not be liable for
failure to so exchange or surrender any security or take other
action (A) if notice of such exchange or call for redemption or
other action was not actually received by Bank from the issuer
(with respect to Securities issued in the United States) or from
one of the nationally or internationally recognized bond or
corporate action services to which Bank subscribes or from the
Customer or (B) if, at the time of deposit, any Security so
deposited is subject to call, exchange, redemption or similar
action, unless specifically instructed to do so by Customer);
(iv) hold Property (A) in its vaults, (B) at a domestic or
foreign entity that provides handling, clearing or safekeeping
service, (C) with issuer in non-certificated form, (D) on Federal
Book Entry at the Federal Reserve Bank or (E) with the prior
approval of Customer at any other location;
(v) register and/or hold Property in the name of any nominee of
Bank or its Foreign Sub-custodians or any of their respective
nominees or any authorized agent, subsidiary or other entity,
including (without limiting the generality of the foregoing) the
nominee of any central depository, clearing corporation or other
entity with which securities may be deposited (and Customer hereby
indemnifies and holds harmless Bank and any such nominee against
any liability as a holder of record);
(vi) hold any investment in bearer form;
(vii) in connection with the receipt of Property, accept documents
in lieu of such Property as long as such documents contain the
agreement of the issuer thereof to hold such Property subject to
Bank's sole order;
(viii) make, execute, acknowledge and deliver as agent, any and all
documents or instruments (including but not limited to all
declarations, affidavits and certificates of ownership) that may be
necessary or appropriate to carry out the powers granted herein;
(ix) employ and consult with, and obtain advice from, suitable
agents, including auditors and legal counsel (who may be counsel to
Customer or the Bank or other advisers, and Bank shall incur no
liability in acting in good faith in accordance with the reasonable
advice and opinion of such agents or advisers;
(x) make any payments incidental to or in connection with this
paragraph 3(a); and
(xi) exercise all other rights and powers and to take any action
it deems necessary in carrying out the purposes of this Agreement.
(b) Discretionary Corporate Action. Whenever Securities or instruments
(including, but not limited to, warrants, options, tenders, options to tender or
non-mandatory puts or calls) confer optional rights on Customer or provide for
discretionary action or alternative courses of action by Customer, Customer
shall be responsible for making any decisions relating thereto and for
instructing Bank to act. In order for Bank to act, it must receive Customer's
instructions at Bank's offices, addressed as Bank may from time to time request,
by no later than noon (Eastern Standard Time) at least two (2) business days
prior to the last scheduled date to act with respect to such securities or
instruments (or such earlier date or time as Bank may notify Customer). Absent
Bank's timely receipt of such instruction, Bank shall not be liable for failure
to take any action relating to or to exercise any rights conferred by such
securities or instruments.
(c) Voting. With respect to all Securities, however registered, the
voting rights are to be exercised by Customer or its designee. With respect to
Securities issued in the United States, Bank's only duty shall be to mail to
Customer any documents (including proxy statements, annual reports and signed
proxies) relating to the exercise of such voting rights. With respect to
Securities issued outside the United States at the request of Customer, Bank
will provide Customer with access to a provider of global proxy services (the
cost of which will be paid by Customer). If Customer determines not to utilize
the services of such global proxy services provider, Bank will endeavor to
provide Customer with proxy material actually received by Bank from
Sub-Custodians, but otherwise shall have no obligations with respect to voting.
(d) Foreign Exchange Transactions. Bank, as principal, is authorized
to enter into spot or forward foreign exchange contracts with Customer and may
provide such foreign exchange services to Customer through its subsidiaries or
affiliates or through Foreign Sub-Custodians. Instructions, including standing
instructions, may be issued with respect to such contracts, but Bank may
establish rules or limitations concerning any foreign exchange facility made
available to Customer. In all cases where Bank, its subsidiaries or affiliates
or Foreign Sub-custodians enter into foreign exchange contracts relating to the
Account, the terms and conditions of such foreign exchange contracts shall apply
to such transaction. Neither Bank nor any Foreign Sub-custodian shall be liable
for any fluctuations or changes in foreign exchange rates, which shall be the
sole risk and liability of Customer.
5. Agreements with Foreign Sub-Custodians. Each agreement with a
Foreign Sub-custodian shall provide that: (a) the Funds's assets will not be
subject to any right, charge, security interest, lien or claim of any kind in
favor of the foreign sub-custodian or its creditors or agent, except a claim of
payment for their safe custody or administration; (b) beneficial ownership of
the Fund's assets will be freely transferable without the payment of money or
value other than for custody or administration; (c) adequate records will be
maintained separately identifying the assets; (d) officers of or auditors
employed by, or other representatives of the Fund and any sub-custodian,
including to the extent permitted under applicable law the independent public
accountants for the Fund, will be given access to the books and records of the
Foreign Sub-custodian relating to its actions under its agreement with the
Foreign Sub-custodian; and (e) assets of the Fund held by the Foreign
Sub-custodian will be subject only to the instructions of the Bank, its'
sub-custodian or its agents.
6. Transactions in Foreign Custody Account.
(a) Except as otherwise provided in Paragraph (b) of this Section 7,
the provisions of Section 3 of the Custody Agreement shall apply, equally to the
Securities of the Fund held outside the United States by Foreign Sub-custodian.
(b) Notwithstanding any provision of this Agreement to the contrary,
settlement and payment for Securities received for the account of the Fund and
delivery of Securities maintained for the account of the Fund may be effected in
accordance with the customary established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) against a receipt with expectation of receiving later payment for such
securities from such purchaser or dealer.
(c) Securities maintained in the custody of a Foreign Sub-custodian
may be maintained in the name of such entity's nominee to the same extent as set
forth in Section 3 of this Agreement, and the Fund agrees to hold any such
nominee harmless from any liability as a holder of record of such securities.
7. Liability of Foreign Sub-Custodians. Each agreement pursuant to
which the Bank or its Sub-custodian employs a foreign banking institution as a
Foreign Sub-custodian shall to the extent applicable require the institution to
exercise the customary standard of care in the performance of its duties and to
indemnify, and hold harmless, the Bank and any Sub-Custodian for the benefit of
the Fund for and against any loss, damage, cost, expense, liability or claim
arising out of or in connection with the institution's performance of such
obligations. At the election of the Fund, it shall be entitled to be subrogated
to the rights of any sub-custodian with respect to any claims against a Foreign
Sub-custodian as a consequence of any such loss, damage, cost, expense,
liability or claim if and to the extent that the Fund has not been made whole
for any such loss, damage, cost, expense, liability or claim.
8. Tax Law. The Bank shall have no responsibility or liability for any
obligations now or hereafter imposed on the Fund or any sub-custodian by the tax
law of the United States of America or any state or political subdivision
thereof. It shall be the responsibility of the Fund to notify the Bank and any
sub-custodian of the obligations imposed on the Fund or any as sub-custodian of
the Fund by the tax law of jurisdictions other than those mentioned in the above
sentence, including responsibility for withholding and other taxes, assessments
or other governmental charges, certifications and governmental reporting. The
sole responsibility of the Bank with regard to such tax law shall be to use
reasonable efforts to assist the fund with respect to any claim for exemption or
refund.
9. Compensation, Fees, Expenses and Taxes.
(a) In consideration of the services to be rendered pursuant to this
Addendum, Customer shall compensate Bank in accordance with and pursuant to the
Fee Schedule annexed hereto as Schedule B, which Fee Schedule may be amended
from time to time upon thirty (30) days' prior written notice to Customer.
(b) In addition, Customer shall be responsible for and shall reimburse
Bank for all costs, expenses, and fees incurred by Bank in connection with this
Agreement, including (without limiting the generality of the foregoing) all
brokerage fees and costs and transfer taxes incurred in connection with the
purchase, sale or disposition of Property, and all income taxes or other taxes
of any kind whatsoever which may be levied or assessed under existing or future
laws upon or in respect to the Property, and all other similar expenses related
to the administration of the Account incurred by Bank in the performance of its
duties hereunder (including reasonable attorneys' fees and expenses).
(c) Fees and reimbursement for costs and expenses shall be paid
monthly after the last business day of each calendar month, with the first
payment for the calendar month following any activity. Bank is hereby authorized
to charge the Account for such fees, costs and expenses.
(d) In the event services are rendered for less than a calendar month
or this Addendum is terminated prior to the end of a calendar month, Customer
shall pay Bank's fee prorated for the portion of the calendar month such
services are rendered, plus any costs and expenses incurred by Bank for
Customer's Account up to or subsequent to the date of termination.
10. Limitation of Liability; Indemnification. (a) Bank shall not be
liable for any Losses (as defined below) or action taken or omitted or for any
loss or injury resulting from its actions or its performance or lack of
performance of its duties hereunder in the absence of gross negligence or
willful misconduct on its part. With respect to Losses incurred by Customer as a
result of the acts or the failure to act by any Sub-custodian or Foreign
Sub-custodian, Bank shall take appropriate action to recover such Losses from
such sub-custodian; and Bank's sole responsibility and liability to Customer
shall be limited to amounts so received from such Sub-custodian (exclusive of
costs and expenses incurred by Bank). In no event shall Bank or any
Sub-custodian be liable (i) for acting in accordance with instructions from
Customer or any agent of Customer, (ii) for special or consequential damages,
(iii) for the acts or omissions of its nominees, correspondents, designees or
subagents, (iv) for holding Property in any particular country, including, but
not limited to, Losses resulting from nationalization, expropriation or other
governmental actions; regulation of the banking or securities industry; currency
controls or restrictions, devaluations or fluctuations; or market conditions
which prevent the orderly execution of securities transactions or affect the
value of Property, or (v) for any Losses due to forces beyond the control of
Bank or any sub-custodian, including, without limitation, strikes, work
stoppages, acts of war or terrorism, insurrection, revolution, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, communications or computer (software and hardware) services.
(b) Customer shall be liable for and shall indemnify Bank and hold it
harmless against any and all claims, losses, liabilities, damages or expenses
(including reasonable attorneys' fees and expenses) (collectively referred to
herein as "Losses") however arising from or in connection with this Addendum or
the performance of its duties hereunder, provided, however, that nothing
contained herein shall limit or in any way impair the right of Bank to
indemnification under any other provision of this Agreement.
(c) No legal action, shall be instituted against Bank after one year
from the date of the first Confirmation, Statement of Assets or Statement of
Accounts that reflects the information, error or omission which provides the
basis for such claim.
(d) Customer understands that when a sub-custodian is instructed to
deliver Property against payment, it may deliver such Property prior to actually
receiving final payment and that, as a matter of bookkeeping convenience, it may
credit Customer's Account with anticipated proceeds of sale prior to actual
receipt of final payment. The risk of non-receipt of payment shall be Customer's
and Bank or said sub-custodian shall have no liability therefor.
(e) All credits to the Account of Customer of anticipated proceeds of
sales and redemptions of Property and of anticipated income from Property shall
be conditional upon receipt of final payment and may be reversed to the extent
final payment is not received. In the event that Bank in its description
advances funds to Customer to facilitate the settlement of any transaction, or
elects to permit Customer to use funds credited to the Account in anticipation
of final payment, or if Customer otherwise becomes indebted to Bank (including
indebtedness as a result of overdrafts in the Account), Customer shall,
immediately upon demand, reimburse Bank for such amounts plus any interest
thereon.
(f) Bank's duties and responsibilities are solely those set forth
herein and it shall not be obligated to perform any services or take any action
not provided for herein unless specifically agreed to by it in writing. Nothing
contained in this Agreement shall cause Bank to be deemed a trustee or fiduciary
for or on behalf of Customer.
11. Reports; Statements of Account; Computer Services. (a) Written
Reports. Bank shall provide Customer on a periodic basis with Statements of
Assets in the Account ("Statement of Assets") and Statements of Account showing
all transactions in the Account ("Statement of Account"). Statement of Assets,
Statement of Account and Confirmations shall identify the Property held, and
transactions involving, each Sub-custodian.
(b) Examination of Reports. Customer shall examine promptly each such
Confirmation, Statement of Account and Statement of Assets. Unless Customer
files with Bank a written exception or objection within ninety (90) days after
the date of such Confirmation or the closing date of the period covered by the
first such Statement of Assets or Statement of Account that reflects an error or
omission, Customer shall be conclusively deemed to have waived any such
exception or objection or claim based thereon.
12. Notices, Instructions and Other Communications. Unless otherwise
specified herein, all Statements of Assets, Statements of Account and
Confirmations shall be in writing and all notices, instructions or other
communications may be given either orally or in writing (including by tested
telex, telecopy or other electronic transmission, which may include Trade
Reports issued by the Institutions Delivery System or Depository Trust Company).
All Statements of Assets, Statements of Account, Confirmations, notices,
instructions and other communications shall be delivered to the address (post
office, telephone, telex or other electronic address) set forth on Schedule C
annexed hereto, which address may be changed upon thirty (30) days' prior
written notice to the other party. Customer shall furnish, and shall cause each
Investment Manger to furnish, to Bank a certificate indicating those person who
are authorized to give Bank instructions hereunder and with specimen signatures
of such person. Bank is authorized to comply with and rely upon any such
notices, instructions or other communications believed by it to have been sent
or given by an authorized person. Bank's understanding of any oral notice,
instruction or other communication shall be deemed controlling (whether given or
received by Bank), notwithstanding any discrepancy between such understanding
and any subsequent confirming document or communication.
13. Appointment of Investment Manager. Customer may, from time to
time, appoint one or more investment managers (each an "Investment Manager") to
manage the Property in the Account, to vote securities in the Account, to
purchase, sell or otherwise acquire or dispose of Property in the Account, and
to engage in foreign exchange transactions on behalf of Customer. Upon receipt
of notice of the appointment of any Investment Manager, which notice shall be
annexed hereto as Schedule D (as such Schedule may be amended from time to time
by Customer), and except as otherwise provided herein, Bank is to rely upon and
comply with (and shall have no liability for relying upon and complying with)
instructions and directions from the Investment Manager (including instructions
and directions with respect to the voting of securities in the Account, the
purchase, sale or other acquisition or disposition of Property in the Account
and the furnishing of information and records relating to the Account to the
Investment Manager) to the same extent as if such instructions and directions
were given by Customer and Bank shall have no duty or obligation to determine
the propriety or appropriateness of such instructions or directions. Any such
appointment shall remain in full force and effect unless and until Bank receive
written notice from Customer to the contrary.
14. Termination. This Addendum shall be continuing and shall remain in
full force and effect until terminated by Bank or Customer upon the termination
of the Custody Agreement between Customer and Bank.
15. Assignment. Neither Bank nor Customer shall assign this Addendum
without first obtaining the written consent of the other party hereto.
16. Headings and Capital Terms. The section and paragraph headings
contained herein are for convenience and reference only and are not intended to
define or limit the scope of any provision of this Agreement. All capitalized
terms used in this Addendum but not defined shall have the meanings assigned to
such terms in the Custody Agreement.
17. Entire Agreement; Amendment. This Addendum shall constitute the
entire agreement of the parties with respect to the subject matter and
supersedes all prior oral or written agreements in regard thereto. Except as
otherwise provided, this Addendum may be amended only by an instrument in
writing duly executed by both parties hereto.
18. Governing Law; Jurisdiction; Certain Waivers. (a) This Addendum
shall be interpreted and construed in accordance with the internal substantive
laws (and not the choice of law rules) of the State of Ohio.
(b) The invalidity, illegality or unenforceability of any provision of
this Addendum shall in no away affect the validity, legality or enforceability
of any other provision; and if any provision is held to be unenforceable as a
matter of law, the other provisions shall not be affected thereby and shall
remain in full force and effect.
19. Rights and Remedies. The rights and remedies conferred upon the
parties hereto shall be cumulative, and the exercise of waiver of any such
rights or remedy shall not preclude or inhibit the exercise or any additional
rights or remedies. The waiver of any right or remedy hereunder shall not
preclude or inhibit the subsequent exercise of such right or remedy.
IN WITNESS WHEREOF, this Addendum has been executed and attested as of
the day and year first above written, by the duly authorized offices of Customer
and Bank.
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Attest:
By:
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Name: Name:
Title: Title:
THE FIFTH THIRD BANK
Attest:
By:
----------------------------- ------------------------------
Name: Name:
Title: Title:
SCHEDULE A
THE FIFTH THIRD BANK
GLOBAL CUSTODY NETWORK
COUNTRIES AND SUB-CUSTODIANS
FOR
_________________
_____________, 2000
COUNTRY SUB-CUSTODIAN
SCHEDULE B
THE FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
FEE SCHEDULE
SCHEDULE C
THE FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
NOTICES
_______, 2000
TO THE FIFTH THIRD BANK:
Post Office Address: Fifth Third Center
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attention:
Telephone:
Telex:
Telecopy:
TO
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Post Office Address:
SCHEDULE D
THE FIFTH THIRD BANK
GLOBAL CUSTODY AGREEMENT
INVESTMENT MANAGERS
______________, 2000
INCUMBENCY AND SIGNATURE CERTIFICATE
The undersigned hereby certifies to The Fifth Third Bank that I am Secretary of
Treasurer of the State of Ohio (the "Corporation"), a corporation, and that, as
such, I am duly authorized to execute this Certificate on behalf of the
Corporation, and further certifies that each of the following persons, as of the
date hereof, is a duly elected, qualified and acting officer of the Corporation,
holding the office of the Corporation set opposite his name below; and that the
signatures of each such person appearing opposite such person's name is such
person's own true signature:
Name: Officer: Signature:
---- -------- ----------
WITNESS the seal of the Corporation and the signature of the undersigned this,
____________, 2000
[Corporate Seal]
-------------------------------------
Secretary
The undersigned, the President of the Corporation and one of the officers named
in the foregoing Certificate, hereby confirms such Certificate on the date
hereof.
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Name:
Title: President
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Name:
Title:
CORPORATE RESOLUTION
The undersigned hereby certifies to The Fifth Third Bank that the Board of
Directors of ________________, a corporation organized under the laws of
_______________, duly adopted the following resolutions on the day of _____,
19__ , and that such resolutions are in full force and effect:
RESOLVED, that any of the following officers, employees or agents of
this corporation, acting (alone)(jointly), be and hereby (is)(are)
authorized and empowered to enter into a Global Custody Agreement with
The Fifth Third Bank substantially in the form attached hereto with
such changes thereto as the person executing that same shall deem
advisable. The execution of such agreement by such person to be
conclusive evidence of such approval.
Name Title
----- ------
and RESOLVED, that any _________________ of the following persons,
acting (alone)(jointly), be and hereby (is)(are) authorized from time
to time to designate in writing to The Fifth Third Bank those
officers, employees and other agents of this corporation authorized to
issue instructions under such Agreement, including, without
limitation, with respect to deposit or withdrawal of cash and the
deposit, withdrawal, purchase or sale of securities and other property
without limitation as to price, items or condition and otherwise to
deal therewith, all pursuant to the provisions of such Global Custody
Agreement:
Name Title
----- -----
and RESOLVED, that notice of any change in these resolutions be
communicated in writing to The Fifth Third Bank, and, until The Fifth
Third Bank has actually received such notice, it is authorized to act
pursuant to these resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand as secretary of said corporation
and affixed the corporate seal this ____________ day of __________, 2000.
[CORPORATE SEAL]
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Secretary
STATE OF OHIO )
) SS
COUNTY OF XXXXXXXX )
On the _________ day of ___________, 2000, before me personally came __________,
to me known, who, being by me duly sworn, did depose and say that he/she resides
at ____________________ ; that he/she is _________________ of The Fifth Third
Bank ------------------------------------ one of the corporations described in
and which executed the above instrument; that he/she knows the corporate seal of
said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by the authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like authority.
-----------------------------
Notary Public
STATE OF OHIO )
) SS
COUNTY OF XXXXXXXX )
On the ________day of _______, 2000, before me personally came __________, to me
known, who, being by me duly sworn, did depose and say that he/she resides
at___________ ; that he/she is _______________of _______________one of the
corporations described in and which executed the above instrument; that he/she
knows the corporate seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by the authority of
the Board of Directors of said corporation; and that he/she signed his/her name
thereto by like authority.
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Notary Public
