EXHIBIT 8(c)(i)
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.
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3. Upon the written instructions of State Street, in accordance with
Paragraph 7, the Trust Company is authorized to direct 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;
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.
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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 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-premises 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 for 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.
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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,
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.
To the Trust Company ATTN:________________________________
STATE STREET LONDON LIMITED
Xxxxx Xxxxxx Xxxxx
00 Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Great Britain
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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: [Illegible]
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Vice President
Date: [Illegible]
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Agreed to by: STATE STREET LONDON LIMITED
By: [Illegible] Director
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Date: [Illegible]
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