SECURITIES LENDING AGREEMENT ("Lending Agreement"), dated as of March 8, 2001,
between Emerging Markets Growth Fund, Inc. ("Lender"), having its principal
place of business at 00000 Xxxxx Xxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000 and The Chase Manhattan Bank ("Chase"), having its principal
place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000.
It is hereby agreed as follows:
Section 1 - Definitions.
Unless the context clearly requires otherwise, the following words shall have
the meanings set forth below when used herein:
(iv) "Account" shall mean the securities account established and maintained by
Chase on behalf of Lender pursuant to that certain custody agreement
("Agreement"), dated as of June 3, 1986, as amended from time to time, between
Chase and Lender, which Agreement provides, inter alia, for the safekeeping of
Securities received by Chase from time to time on behalf of Lender.
(v) "Agreement" shall have the meaning assigned thereto in the definition of
Account.
(vi) "Authorized Investment" shall mean any type of instrument, security,
participation or other property in which Cash Collateral may be invested or
reinvested, as described in Section 5(e) hereof and Appendix 3 hereto (and as
such Appendix may be amended from time to time by written agreement of the
parties).
(vii) "Authorized Person" shall mean, except to the extent that Chase is
advised to the contrary by Proper Instruction, any person who is authorized to
give instructions to Chase pursuant to the Agreement and any mandates given to
Chase in connection with such Agreement. An Authorized Person shall continue
to be so until such time as Chase receives Proper Instructions that any such
person is no longer an Authorized Person.
(viii) "Borrower" shall mean an entity listed on Appendix 1 hereto other than
any entity which Chase shall have been instructed to delete from such list
pursuant to Written Instructions and as such Appendix may be amended in
accordance with Section 4(b) hereof.
(ix) "Business Day" shall have the meaning assigned thereto in the applicable
MSLA, including any applicable Addendum or Exhibit and shall include, as
applicable, a New York Business Day and a Foreign Business Day.
(x) "Cash Collateral" shall mean fed funds and such U.S. currencies as may be
pledged by a Borrower in connection with a particular Loan.
(xi) "Collateral" shall mean Cash Collateral.
(xii) "Collateral Account" shall mean, as the case may be, an account
maintained by Chase with itself, with any Depository or with any Triparty
Institution and designated as a Collateral Account for the purpose of holding
any one or more of Collateral, Authorized Investments, and Proceeds in
connection with Loans hereunder.
(xiii) "Collateral Amount" shall have the meaning assigned thereto in Section
5(c) hereof.
(xiv) "Collateral Requirement" shall have the meaning assigned thereto in
Section 5(c) hereof.
(xv) "Credit Date" shall have the meaning assigned thereto in Section 7(b)
hereof.
(xvi) "Depository" shall mean: (i) The Depository Trust Company, and any other
securities depository or clearing agency (and each of their respective
successors and nominees) registered with the U.S. Securities and Exchange
Commission or registered with or regulated by the applicable foreign equivalent
thereof or otherwise able to act as a securities depository or clearing agency,
(ii) any transnational depository, (iii) the Federal Reserve book-entry system
for the receiving and delivering of U.S. Government Securities, and (iv) any
other national system for the central handling of that country's government
securities.
(xvii) "Distributions" shall have the meaning assigned thereto in Section
3(b)(v) hereof.
(xviii) "Dollars" shall have the meaning assigned thereto in Section 5(c)
hereof.
(xix) "Foreign Securities" shall mean Global Depositary Receipts.
(xx) "Loan" shall mean a loan of Securities hereunder and under the applicable
MSLA.
(xxi) "Market Value" shall have the meaning assigned thereto in the applicable
MSLA, and shall include, in the case of fixed income securities, accrued but
unpaid interest.
(xxii) "MSLA" shall mean a master securities lending agreement or securities
borrowing agreement between Chase and a Borrower, pursuant to which Chase lends
securities on behalf of its customers (including Lender) from time to time. A
copy of Chase's standard forms of MSLA, including (as applicable) the
international addendum thereto, are annexed (i) as Appendix 2A in the case of
borrowers located in the United States, and (ii) as Appendix 2B in the case of
borrowers located outside the United States. The form of MSLA applicable to
each Borrower is indicated in Appendix 1.
(xxiii) "Oral Instructions" shall have the meaning assigned thereto in Section
10 hereof.
(xxiv) "Proceeds" shall mean interest, dividends and other payments and
Distributions received by Chase in connection with Authorized Investments.
(xxv) "Proper Instructions" shall mean Oral Instructions and Written
Instructions.
(xxvi) "Rebate" shall mean the amount payable by Chase on behalf of Lender to a
Borrower in connection with Loans collateralized by Cash Collateral, which
shall be a percentage of the Cash Collateral as agreed by the Borrower and
Chase.
(xxvii) "Return Date" shall have the meaning assigned thereto in Section
7(c)(i) hereof.
(xxviii) "Securities" shall mean government securities (including U.S.
Government Securities), equity securities, bonds, debentures, other corporate
debt securities, notes, mortgages or other obligations, and any certificates,
warrants or other instruments representing rights to receive, purchase, or
subscribe for the same, or evidencing or representing any other rights or
interests therein and held pursuant to the Agreement.
(xxix) "Triparty Institution" shall mean a financial institution approved by
Lender with which Chase shall have previously entered a triparty agreement
among itself, such Triparty Institution and a particular Borrower providing,
among other things, for the holding of Collateral in a Collateral Account at
such Triparty Institution in Chase's name on behalf of Chase's lending
customers and for the substitution of Collateral; provided, however, that any
substituted Collateral shall meet the then standards for acceptable Collateral
set by Chase.
(xxx) "U.S. Government Securities" shall mean book-entry securities issued by
the U.S. Treasury (as defined in Subpart 0 of Treasury Department Circular No.
300 and any successor provisions) and any other securities issued or fully
guaranteed by the United States government or any agency, instrumentality or
establishment of the U.S. government, including, without limitation, securities
commonly known as "Xxxxxx Xxxx," "Xxxxx Xxxx," "Xxxxxx Xxxx" and "Xxxxxxx
Macs".
(xxxi) "U.S. Securities" shall mean Securities issued by an issuer that is
organized under the laws of the United States or any State thereof or that are
otherwise traded in the United States, and shall include American Depositary
Receipts.
(xxxii) "Written Instructions" shall have the meaning assigned thereto in
Section 10 hereof.
Section 2 - Appointment. Authority.
(a) Appointment. Lender hereby appoints Chase as its agent to lend Securities
in the Account on Lender's behalf on a fully disclosed basis to Borrowers from
time to time on such terms and conditions and at such times as Chase shall
determine, all in accordance with the terms hereof, and Chase may exercise all
rights and powers provided under any MSLA as may be incidental thereto, and
Chase hereby accepts appointment as such agent and agrees to so act.
(b) Authority. Lender hereby authorizes and empowers Chase to execute in
Lender's name and on its behalf and at its risk all agreements and documents as
may be necessary to carry out any of the powers herein granted to Chase.
Lender grants Chase the authority set forth herein notwithstanding its
awareness that Chase, in its individual capacity or acting in a fiduciary
capacity for other accounts, may have transactions with the same institutions
to which Chase may be lending Securities hereunder, which transactions may give
rise to actual or potential conflict of interest situations. Chase shall not
be bound to: (i) account to Lender for any sum received or profit made by Chase
for its own account or the account of any other person or (ii) disclose or
refuse to disclose any information or take any other action if the same would
or might in Chase's judgment, made in good faith, constitute a breach of any
law or regulation or be otherwise actionable with respect to Chase; provided
that, in circumstances mentioned in (ii) above, Chase shall promptly inform
Lender of the relevant facts (except where doing so would, or might in Chase's
judgment, made in good faith, constitute a breach of any law or regulation or
be otherwise actionable as aforesaid).
Section 3 - Representations and Warranties.
(a) Representations of each party. Each party hereto represents and warrants
to the other that: (i) it has the power to execute and deliver this Lending
Agreement, to enter into the transactions contemplated hereby, and to perform
its obligations hereunder; (ii) it has taken all necessary action to authorize
such execution, delivery, and performance; (iii) this Lending Agreement
constitutes a legal, valid, and binding obligation enforceable against it; and
(iv) the execution, delivery, and performance by it of this Lending Agreement
shall at all times comply with all applicable laws and regulations.
(b) Representations of Lender. Lender represents and warrants to Chase that:
(i) this Lending Agreement is, and each Loan shall be, legally and validly
entered into, and does not and shall not violate any statute, regulation, rule,
order or judgment binding on Lender, or any provision of Lender's charter or
by-laws, or any agreement binding on Lender or affecting its property; (ii)
the person executing this Lending Agreement and all Authorized Persons acting
on behalf of Lender has and have been duly and properly authorized to do so;
(iii) it is lending Securities as principal and shall not transfer, assign or
encumber its interest in, or rights with respect to, any Securities available
for Loan hereunder (except that nothing shall restrict Lender's ability to sell
Securities available for or on Loan); (iv) it is the beneficial owner of all
Securities or otherwise has the right to lend Securities; and (v) it is
entitled to receive all interest, dividends and other distributions (including,
but not limited to, payments made by the depositary in connection with American
Depositary Receipts and Global Depositary Receipts) ("Distributions") made by
the issuer with respect thereto. Lender shall promptly identify to Chase by
notice, which notice may be oral, any Securities that are no longer subject to
the representations contained in (b). In connection with (b)(iii), it is
acknowledged that Chase will not assert any lien or encumbrance under the
Agreement with respect to Securities on Loan consistent with representations
made to the Borrower under the applicable MSLA.
Section 4 - Borrowers.
(a) MSLA. Lender hereby acknowledges receipt of the forms of MSLA and
authorizes Chase to lend Securities in the Account to Borrowers thereunder
pursuant to an agreement substantially in the form thereof.
(b) Borrowers. Securities that may be lent pursuant to Section 5(a) hereof
may be lent to any Borrower listed in Appendix 1, as such Appendix may be
updated from time to time to add new Borrowers and to delete entities that have
ceased to be potential Borrowers. Chase shall provide Lender with notice of
each addition of a Borrower to such list. No Loans of Securities shall be made
to any potential Borrower unless and until Lender shall have approved the
addition of such Borrower in writing.
Section 5 - Loans.
(a) Securities to be lent. Lending opportunities. Loan initiation. All U.S.
Securities and all Foreign Securities of Lender shall be subject to the terms
hereof; except that until further notice from Lender authorizing the lending of
other security types, the only securities that Chase may lend hereunder are
those American Depositary Receipts and Global Depositary Receipts of which
Chase is notified in writing by Lender from time to time. Chase shall seek to
assure that Lender receives a fair allocation of lending opportunities
vis-a-vis other lenders, taking into account the demand for and availability of
Securities, types of collateral, eligibility of Borrowers, limitations on
investments of Cash Collateral, tax treatment, and similar commercial factors.
From time to time, Chase may lend to Borrowers Securities held in the Account
(except Securities that Lender has notified to Chase are unavailable or
Securities that are no longer subject to the representations set forth in
Section 3) and shall deliver such Securities against receipt of Collateral in
accordance with the applicable MSLA. Chase shall have the right to decline to
make any Loans to any Borrower and to discontinue lending to any Borrower in
its sole discretion and without notice to Lender.
(b) Receipt of Collateral. Collateral substitution. For each Loan, Chase or
a Triparty Institution shall receive and hold all other Collateral required by
the applicable MSLA in a Collateral Account, and Chase is hereby authorized and
directed, without obtaining any further approval from Lender, to invest and
reinvest all or substantially all Cash Collateral in accordance with the
Investment Guidelines in Appendix 3. Chase shall credit, or where applicable
shall have a Triparty Institution credit, all Collateral, Authorized
Investments and Proceeds to a Collateral Account and Chase shall xxxx its books
and records to identify Lender's interest therein, it being understood,
however, that all monies credited to a Collateral Account may for purposes of
investment be commingled with cash collateral held for other lenders of
securities on whose behalf Chase may act. Chase may, in its sole discretion,
liquidate any Authorized Investment and credit the net proceeds to a Collateral
Account, it being understood that Chase will act to liquidate investments in an
orderly fashion (or as otherwise instructed by Lender in writing) in the event
of the termination of this Lending Agreement. It being understood that
Borrowers shall not make substitutions in that only Cash Collateral is
permitted hereunder, Chase shall accept substitutions of Collateral (such as in
the context of repurchase agreements), and shall credit, or where applicable
shall have a Triparty Institution credit, all such substitutions to a
Collateral Account.
(c) Xxxx to market procedures. (i) Chase shall require initial Collateral for
a Loan in an amount determined by applying the then applicable "Collateral
Requirement" (as defined below) to (x) the Market Value of the Security that is
the subject of the Loan plus (y) in the case of fixed income Securities, any
accrued but unpaid interest thereon. The Collateral Requirement with respect
to a given Security shall be an amount equal to the then applicable percentage
(currently (x) 102% for securities denominated in U.S. dollars ("Dollars"),
securities for which Collateral is denominated in the same currency, and Global
Depositary Receipts settled in the U.S. market, and (y) 105% for all other
securities, including Global Depositary Receipts settled in markets outside the
U.S. of the Market Value of the Security which is the subject of a Loan (plus
accrued but unpaid interest thereon in the case of fixed income Securities) as
determined as of the close of trading on the preceding Business Day. (ii)(A)
With respect to each Loan of Securities denominated in Dollars, if the
aggregate Market Value of the Collateral held by Chase on behalf of Lender for
such Loan on any Business Day is less than the aggregate Market Value of the
Securities which are the subject of such Loan (together with accrued but unpaid
interest in the case of fixed income Securities), Chase shall demand on behalf
of Lender that the Borrower shall provide additional Collateral. Such
additional Collateral, together with the Collateral then held by Chase on
behalf of Lender for such Loan, shall be not less than the applicable
Collateral Requirement. Chase shall not xxxx a Security denominated in Dollars
except where the Market Value of the Collateral held for such Security falls
below the Market Value of such Security (plus accrued but unpaid interest
thereon in the case of fixed income Securities). (B) With respect to all loans
of Securities denominated other than in Dollars from all lenders to a given
Borrower, each Business Day Chase shall determine if the Market Value of all
Collateral received by Chase from that Borrower in connection with all such
loans is at least equal to the aggregate amount ("Collateral Amount")
determined by applying the applicable Collateral Requirement to each Security
denominated other than in Dollars on loan to such Borrower from all lenders.
If the Market Value of the Collateral held for any individual Security is not
at least equal to the Market Value of such Security, or if the Market Value of
all Collateral received from a given Borrower in respect of such loans is not
at least equal to the Collateral Amount, Chase shall demand on behalf of Lender
that Borrower shall provide additional Collateral so as to meet the Collateral
Amount by marking specific Loans. In accordance with general market practice,
the Market Value of certain Securities (including, without limitation, U.S.
Government Securities), whether on Loan or received as Collateral, may be
determined on a same day basis by reference to recognized pricing services.
(d) Changes in procedures applicable to Collateral. The Collateral procedures
set forth in Sections 5(b)-(c) above reflect Chase's current practice and may
be changed by Chase from time to time based on general market conditions
(including volatility of Securities on Loan and of securities Collateral), the
Market Value of Securities on Loan to a given Borrower, and in accordance with
general market practice and regulatory requirements. Chase shall give Lender
four (4) weeks prior notice in writing of material revisions to the foregoing
procedures, provided, however, that Chase may not change the applicable
Collateral Requirement without the prior written consent of Lender.
(e) Investment of Cash Collateral. (i) Chase is hereby authorized to invest
and reinvest Cash Collateral in accordance with the investment guidelines
annexed hereto as Appendix 3. (ii) Authorized Investments are made for the
account of, and at the sole risk of, Lender. In that connection, Lender shall
pay to Chase on demand in cash an amount equal to any deficiency in the amount
of Collateral available for return to a Borrower pursuant to an applicable
MSLA. Chase is authorized to select brokers and dealers for the execution of
trades in connection with the investment of Cash Collateral, which broker or
dealer may, subject to applicable law, be an affiliate of Chase; provided, that
Chase will use its best efforts to obtain the most favorable net results and
execution of the Account's orders, taking into account all appropriate factors,
including price, dealer spread or commission, if any, size of transaction and
difficulty of the transaction
(f) Distributions and Voting Rights.
(i) Chase shall credit Lender's account on payable date with the amount of
all cash Distributions with respect to Securities on Loan over their record
date that Lender would have received under the Agreement had such Securities
not been on Loan over record date. To the extent that cash Distributions are
not delivered to Chase by Borrower and Chase has so credited Lender's account
with such Distributions, Chase shall be subrogated to Lender's rights against
Borrower as provided in Section 7(d). In connection with the foregoing, Lender
shall promptly return any amount so credited upon oral or written notification
from Chase that: (a) such amount has not been paid by the issuer of the
Securities or the paying agent therefor (as applicable) in the ordinary course
of business or (b) such amount was incorrectly credited. If Lender does not
promptly return any amount upon such notification, Chase shall be entitled,
upon oral or written notification to Lender, to reverse such credit by debiting
Lender's account for the amount previously credited.
(ii) (a) Any non-cash Distribution which is in the nature of a stock split
or a stock dividend shall be added to the existing Loan to which such dividend
relates as of the date such non-cash Distribution is payable and shall be
subject to the provisions hereof and the applicable MSLA. (b) Any non-cash
Distribution which is in the nature of warrants or rights to purchase shares
made with respect to any Securities on Loan shall be deemed to be a new Loan
made by Lender to Borrower (and shall be considered to constitute Securities on
Loan) as of the date such non-cash Distribution is payable and shall be subject
to the provisions hereof; provided that Lender may, by giving Chase ten (10)
Business Days' notice prior to the date of such non-cash Distribution (or such
different amount of time as Chase may from time to time require on advice to
Lender), direct Chase to request that the Borrower deliver such non-cash
Distribution to Chase pursuant to the applicable MSLA, in which case Chase
shall credit such non-cash Distribution to Lender's account. (c) If upon
Chase's request on behalf of Lender, Borrower fails to deliver the non-cash
Distribution on its payable date, the indemnity provisions and corresponding
subrogation rights set forth in Section 7 shall apply.
(iii) During the term of any Loan, Chase shall permit the Securities on Loan
to be transferred into the name of and be voted by the Borrower or others.
Lender shall not be entitled to participate in any dividend reinvestment
program with respect to Securities that are eligible for Loan (whether or not
actually on Loan) or to vote proxies with respect to Securities that are on
Loan as of the applicable record date for such Securities.
(g) Advances and overdrafts. Chase may, in its sole discretion, advance funds
on behalf of Lender in order to pay to Borrowers any Rebates or to return to
Borrowers Cash Collateral to which they are entitled pursuant to the applicable
MSLA. Lender shall repay Chase on demand the amount of any advance or any
other amount owed by Lender hereunder. In the event of any such advance, Chase
shall be entitled to recover its costs as may be determined by Chase in good
faith.
(h) Termination of a Loan. (i) Loans shall be terminable on demand. (ii)
Chase shall terminate any Loan of Securities to a Borrower as soon as
practicable after: (a) receipt by Chase of a notice of termination of the
respective MSLA; (b) receipt by Chase of Written Instructions directing it to
terminate a Loan; (c) receipt by Chase of Written Instructions instructing it
to delete from Appendix 1 the Borrower to which such Loan was made; (d) receipt
by Chase of Written Instructions advising that the Security subject to a Loan
is no longer subject to the representations contained in Section 3 hereof; (e)
receipt by Chase of notice advising that an Event of Default (as defined in the
applicable MSLA) has occurred and is continuing beyond any applicable grace
period; (f) whenever Chase, in its sole discretion, elects to terminate such
Loan; or (g) termination hereof. (iii) If Securities which are the subject of
a Loan being terminated are to be sold by Lender, Written Instructions shall in
no event be given to Chase later than the trade date in the local market for
such Securities or at such earlier time as Chase may advise Lender from time to
time with respect to particular markets. In accordance with its usual
practice, Chase may, in its discretion, credit Lender's account on a
contractual settlement date with the proceeds of any sale of Securities. Chase
may reverse credits made to Lender's account in its discretion if the related
transaction fails to settle within a reasonable period, determined by Chase in
its discretion, after the contractual settlement date for such transaction.
Chase shall not be liable for any delays in settlement (other than its own)
directly caused by Lender if timely notice is not given by Lender as provided
in this Section, and shall not be liable in any event (except as provided in
Section 7) for failure of a Borrower to return Securities on Loan in a timely
fashion.
(i) Recordkeeping and Reports. Chase shall establish and maintain such
records as are reasonably necessary to account for Loans that are made and the
income derived therefrom. Chase shall provide Lender with a monthly statement
describing the Loans made during the preceding month, and the income derived
from Loans, during the period covered by such statement. A party shall comply
with reasonable requests of the other party for information necessary to the
requester's performance of its duties hereunder.
Section 6 - Default by Borrower.
(i) Chase may assume (unless it has actual knowledge to the contrary) that any
representations made by a Borrower in connection with any Loan are true, that
no event which is or may become an Event of Default (as defined in the
applicable MSLA) has occurred and that a Borrower has complied with its
obligations under the applicable MSLA. Except as provided in Sections 5(f)
and 7(b)-(c) (1) Chase shall have no responsibility for any breach of any
obligation by any Borrower under or in connection with any MSLA or Loan, (2)
Chase shall have no responsibility for the accuracy or completeness of any
information supplied by any Borrower, and (3) Chase shall not be liable as a
result of taking or omitting to take any action in respect of the foregoing,
provided that Chase shall not have been negligent in carrying out its
responsibilities hereunder. (ii) If any Borrower with respect to any Loan
effected pursuant hereto and pursuant to the applicable MSLA fails to return
any Securities on Loan when due thereunder for reasons other than relating to
the solvency of the Borrower, Chase shall then, in addition to taking whatever
action may be required by Section 7(c), take whatever action its deems
appropriate in accordance with general market practice and Chase's reasonable
judgment, including, but not necessarily limited to, claiming compensation from
such Borrower on behalf of Lender in the event a trade executed by Lender fails
on account of such Borrower's failure timely to have returned Securities on
Loan or, where Chase deems it necessary, such other action as may be permitted
by the applicable MSLA, including collecting any applicable penalties or fines.
(iii) If any Borrower with respect to any Loan effected pursuant hereto and
pursuant to the applicable MSLA fails to return any Securities on Loan when due
thereunder for reasons relating to the solvency of the Borrower, Chase shall
then, in addition to taking whatever action may be required by Section 7(c),
take such action as its deems appropriate in accordance with Chase's reasonable
judgment under the applicable MSLA.
Section 7 - Liabilities. Indemnification.
(a) Liabilities. Chase will use reasonable care with respect to its
obligations to hold Securities and Collateral under this Agreement. Chase
shall be liable to Lender for any loss which shall occur as the result of the
failure of any agent appointed by it that holds Securities or Collateral, or
such agent's respective successors or nominees, to exercise reasonable care to
the same extent that Chase would be liable to Lender if Chase were holding
Securities or Collateral in New York. In the event of any loss to Lender by
reason of the failure of Chase or any such agent to utilize reasonable care,
Chase shall be liable to Lender only to the extent of Lender's direct damages.
In no event shall Chase be liable for indirect or consequential damages or lost
profits or loss of business, arising hereunder or in connection herewith, even
if previously informed of the possibility of such damages and regardless of the
form of action (other than where such damages result from Chase's bad faith or
willful misconduct). Chase will not be responsible for any act, omission,
default or for the solvency of any broker which it appoints unless such
appointment was made negligently or in bad faith. For purposes of clarity, it
is understood and agreed that the word "agent" as used herein shall not include
any securities depository.
Except for any costs or expenses (including attorneys' and accountants' fees)
incurred by Chase in performing its obligations pursuant to Sections 5(f) and
7(b) and (c) and ordinary operating expenses incurred by Chase in providing
services hereunder, Lender shall indemnify Chase and hold it harmless from and
against any and all costs, expenses, damages, liabilities or claims, including
reasonable fees and expenses of counsel, which Chase may sustain or incur or
which may be asserted against Chase by reason of or as a result of any action
taken or omitted by Chase in connection with operating hereunder or enforcing
Lender's rights under the applicable MSLA, other than those costs, expenses,
damages, liabilities or claims arising out of the negligence, bad faith or
willful misconduct of Chase. The foregoing indemnity shall be a continuing
obligation of Lender, its successors and assigns, notwithstanding the
termination of any Loans hereunder or of this Lending Agreement. Upon prior
written notice to Lender (which shall include an accounting of all amounts so
charged), Chase may charge any amounts to which it is entitled hereunder
against the Account. Actions taken or omitted in reliance upon Proper
Instructions, or upon any information, order, indenture, stock certificate,
power of attorney, assignment, affidavit or other instrument reasonably
believed by Chase, in good faith, to be genuine or bearing the signature of a
person or persons believed, in good faith, to be authorized to sign,
countersign or execute the same, shall be conclusively presumed to have been
taken or omitted in good faith.
(b) Indemnification of Lender in respect of Distributions. If the Borrower
in respect of any Loan effected pursuant hereto and pursuant to the applicable
MSLA fails to deliver any non-cash Distributions with respect to Securities on
Loan as and when requested to do so by Chase as provided in Section 5(f)
hereof, Chase shall, at its expense (subject to Sections 7c(ii) and 7(d)
hereof), as soon as practicable, use reasonable commercial efforts to obtain
replacement securities of the same issue, class, type or series as the
Distribution for crediting to the Account. If, upon completion of one
settlement cycle for such securities, Chase has been unable to obtain
replacement securities, Chase shall so notify Lender and Lender shall then
advise Chase in writing of whether it wishes Chase to continue to attempt to
obtain replacement securities or, instead, to promptly credit (but in no event
later than one Business Day after such notice) Lender's account in Dollars with
the Market Value of such Securities as of such date (with the date on which
such credit is made being the "Credit Date"). If Lender advises Chase to
continue to attempt to obtain the securities, Chase shall continue to do so
until the date on which Lender advises Chase in writing to cease such attempts,
it being understood and agreed that Lender will, in its discretion, consider so
advising Chase 90 days after the date that Borrower has failed to deliver the
non-cash Distribution. Upon ceasing to attempt to
obtain replacement securities, Chase shall credit Lender's account in the
manner contemplated by the preceding sentence.
(c) Indemnification of Lender in respect of Securities.
(i) If the Borrower in respect of any Loan of Securities effected pursuant
hereto and pursuant to the applicable MSLA fails to return any Securities on
Loan to Chase for the Account when due thereunder, which is the date an Event
of Default shall have occurred under the applicable MSLA (the "Return Date"),
then Chase shall, at its expense (subject to Sections 7c(ii) and 7(d) hereof),
as soon as practicable, use reasonable commercial efforts to obtain replacement
Securities of the same issue, type, class and series for crediting to the
Account. If, upon the completion of one settlement cycle for such Securities,
Chase has been unable to obtain replacement Securities, Chase shall so notify
Lender and Lender shall then advise Chase in writing of whether it wishes Chase
to continue to attempt to obtain replacement Securities or, instead, to
promptly credit (but in no event later than one Business Day after such notice)
Lender's account in Dollars with the Market Value of such Securities as of the
Credit Date (including all distributions on the Securities up to and including
the Credit Date and, in the case of debt Securities, accrued interest up to and
including the Credit Date). If Lender advises Chase to continue to attempt to
obtain the subject Securities, Chase shall continue to do so until the date on
which Lender advises Chase in writing to cease such attempts, it being
understood and agreed that Lender will, in its discretion, consider so advising
Chase 90 days after the Return Date for such Securities. Upon ceasing to
attempt to obtain replacement Securities, Chase shall credit Lender's account
in the manner contemplated by the preceding sentence.
(ii) In connection with (i) above, if the Market Value of the Cash Collateral
at the time of default by the Borrower on a Credit Date is less than that which
is required to purchase replacement securities or to credit the Lender's
account with the Market Value in Dollars of the Securities on Loan as a result
of a decrease in the Market Value of Authorized Investments, Chase shall not be
responsible for that decrease and shall deposit replacement securities or
credit Lender's account, with the Market Value of such Securities on Loan only
up to an amount equal to the Market Value of Authorized Investments.
(iii) Chase shall indemnify Lender and hold it harmless from and against any
and all costs, expenses, damages, liabilities or claims, including reasonable
fees and expenses of counsel, which Lender may sustain or incur to the extent
that Chase's negligence or willful default results in a Lender Event of Default
under the applicable MSLA. In addition, Chase shall indemnify Lender and hold
it harmless from and against any and all costs, expenses, damages, liabilities
or claims, including reasonable fees and expenses of counsel, resulting from
buy-ins and other broker claims in connection with the sale of Securities that
are not timely returned, provided that Chase shall not be required to so
indemnify Lender to the extent that Lender's failure to provide timely notice
or Lender's negligence has directly caused such damages.
(d) Subrogation. If Chase makes a payment or a purchase pursuant to Sections5
(f), 7(b) or 7(c) Chase shall, to the extent of such payment or purchase, be
subrogated to, and Lender shall assign and be deemed to have assigned to Chase,
all of its rights in, to and against the Borrower (and any guarantor thereof)
in respect of such Loan, any Collateral pledged by the Borrower in respect of
such Loan, and all proceeds of such Collateral. In the event that Lender
receives or is credited with any payment, benefit or value from or on behalf of
the Borrower in respect of rights to which Chase is subrogated as provided
herein, Lender shall promptly remit or pay to Chase the same to the extent of
such subrogation (or its Dollar equivalent).
Section 8 - Chase Compensation.
(a) In connection with each Loan hereunder, Lender shall pay to Chase (i) a fee
equal to 20% of earnings (less any Rebate paid by Chase to a Borrower) derived
from Authorized Investments in connection with Loans of Securities consisting
of American Depositary Receipts and Global Depository Receipts. (b) The fee
payable to Chase for services performed pursuant to Section5 (e) hereof shall
be equal to 0.075 (i.e. 7.5 basis points) of the Authorized Investments. All
securities constituting Authorized Investments shall be valued based on their
amortized cost. Fees shall be accrued or charged daily, as appropriate, and
shall be payable monthly in arrears. (c) Chase is authorized, on a monthly
basis, to charge all the foregoing fees (together with reasonable expenses
incurred by Chase hereunder) and any other amounts owed by Lender hereunder
against the Account and/or a Collateral Account. (d) If based on its analysis
Chase determines that the fee schedule for any other "Similar Securities
Lending Customer" of Chase would result in a lower overall fee to Lender than
would the foregoing fee schedule, then Lender shall be given the benefit of
such other fee schedule in its entirety, effective with the first day of the
month that such fee schedule is made effective. Chase shall analyze fee
schedules for purposes hereof not less than semi-annually. A "Similar
Securities Lending Customer" shall mean another customer that is a U.S.
investment company.
Section 9 - Taxes.
(a) Lender shall be responsible for all filings, tax returns and reports on
any Loans undertaken by Chase on Lender's behalf which are to be made to any
authority whether governmental or otherwise and for the payment of all unpaid
calls, taxes (including, without limitation, any value added tax), imposts,
levies or duties due on any principal or interest, or any other liability or
payment arising out of or in connection with any Securities or any Collateral,
and in so far as Chase is under any obligation (whether of a governmental
nature or otherwise) to pay the same on Lender's behalf Chase may do so out of
any monies or assets held by it pursuant to the terms of the Agreement or
hereunder.
(b) Lender acknowledges that: (i) the tax treatment of the payments made by a
Borrower to a Lender in lieu of Distributions (including, by way of
illustration and not of limitation, with respect to any dividends received
deduction and amounts paid by the
depositary on American Depositary Receipts and Global Depositary Receipts) may
differ from the tax treatment of the Distribution to which such payments
relate; and (ii) it has made its own determination as to the tax treatment of
any Loan made pursuant hereto, of any in lieu of payments made by a Borrower
and of any remuneration and any other amounts that may be received by it
hereunder.
Section 10 - Instructions.
(a)(i) Written Instructions. "Written Instructions" shall mean written
communications actually received by Chase from an Authorized Person or from a
person reasonably believed by Chase to be an Authorized Person by letter,
memorandum, telegram, cable, telex, telecopy facsimile, computer, video (CRT)
terminal or other on-line system, or any other method reasonably acceptable to
Chase and whereby Chase is able to verify with a reasonable degree of certainty
the identity of the sender of such communications or which communications are
transmitted with proper testing or authentication pursuant to terms and
conditions which Chase may specify. (ii) Oral Instructions. "Oral
Instructions" shall mean oral communications actually received by Chase from an
Authorized Person or from a person reasonably believed by Chase to be an
Authorized Person. Oral Instructions shall promptly thereafter be confirmed in
writing by an Authorized Person (which confirmation may bear the facsimile
signature of such Person), but Lender shall hold Chase harmless for the failure
of an Authorized Person to send such confirmation in writing, the failure of
such confirmation to conform to the Oral Instructions received, or Chase's
failure to produce such confirmation at any subsequent time. Lender shall be
responsible for safeguarding any testkeys, identification codes or other
security devices which Chase may make available to Lender or its Authorized
Persons.
(b) Unless otherwise expressly provided, all Proper Instructions shall
continue in full force and effect until canceled or superseded.
Section 11 - Pricing Services.
Chase may use any pricing service referred to in an applicable MSLA and any
other recognized pricing service (including itself and any of its affiliates)
in order to perform its valuation responsibilities with respect to Securities,
Collateral and Authorized Investments, and Lender shall hold Chase harmless
from and against any loss or damage suffered or incurred as a result of errors
or omissions of any such pricing service other than an affiliated pricing
service.
Section 12 - Termination.
This Lending Agreement may be terminated at any time by either party upon
delivery to the other party of notice specifying the date of such termination,
which shall be not less than 30 days after the date of receipt of such notice.
Notwithstanding any such notice, this Lending Agreement shall continue in full
force and effect with respect to all Loans outstanding on the termination date,
which Loans shall, however, be terminated as soon as reasonably practicable.
Section 13 - Miscellaneous.
(a) Legal proceedings. Chase may refrain from bringing any legal action or
proceeding arising out of or in connection with any Loan until it shall have
received such security as it may require for all costs, expenses (including
legal fees) and liabilities which it shall or may expend or incur in relation
thereto.
(b) Integration. Lending Agreement to Govern. This Lending Agreement and the
Agreement contain the complete agreement of the parties with respect to the
subject matter hereof and supersede and replace any previously made proposals,
representations, warranties or agreements with respect thereto by the parties.
In the event of any conflict between this Lending Agreement and the Agreement
as any provision or interpretation thereof pertains to securities lending
activities, this Lending Agreement shall govern.
(c) Notices. Unless expressly provided herein to the contrary, notices
hereunder shall be in writing, and delivered by telecopier, overnight express
mail, first-class postage prepaid, delivered personally or by receipted courier
service. All such notices which are mailed shall be deemed delivered upon
receipt. Notices shall be addressed as follows (or to such other address as a
party may from time to time designate on notice duly given in accordance with
this paragraph): notices to Chase shall be addressed to it at 0 Xxx Xxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx, 00000, Attention: Global Securities Lending; notices to be
given to Lender shall be addressed to it at its offices at c/o Capital
International, Inc., 00000 Xxxxx Xxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx,
Xxxxxxxxxx 00000, Attention: Xxxxx X. Xxxxx.
(d) Amendments. Waiver. This Lending Agreement may be modified only by a
written amendment signed by both parties, and no waiver of any provision hereof
shall be effective unless expressed in a writing signed by the party to be
charged.
(e) Governing Law. Consent to Jurisdiction. Waiver of Immunity. This
Lending Agreement shall be construed in accordance with the laws of the State
of New York, without regard to the conflict of laws principles thereof. Chase
and Lender each hereby consents to the jurisdiction of a state or federal court
situated in New York City, New York in connection with any dispute arising
hereunder and Lender hereby waives any claim of forum non conveniens to the
extent that it may lawfully do so. To the extent that in any jurisdiction
Lender may now or hereafter be entitled to claim, for itself or its assets,
immunity from suit, execution, attachment (before or after judgment) or other
legal process, Lender irrevocably shall not claim, and it hereby waives, such
immunity.
(f) Counterparts. Headings. This Lending Agreement may be executed in
several counterparts, each one of which shall constitute an original, and all
collectively shall constitute but one instrument. The headings of the sections
hereof are included for convenience of reference only and do not form part of
this Lending Agreement.
(g) Severability. Any provisions hereof which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Lending Agreement as of the
date first above-written.
EMERGING MARKETS GROWTH FUND, INC. THE CHASE MANHATTAN BANK
By: Capital International, Inc.
By: /s/Xxxxx Xxxxxxxxx By: /s/Xxxx Xxxxxxx
Name: Xxxxx Xxxxxxxxx Name: Xxxx Xxxxxxx
Title: Vice President and Title: Vice President
Senior Counsel
Date: March 8, 2001
Date: March 8, 0000
XXXXXXXX 3
SECURITIES LENDING
INVESTMENT GUIDELINES
EMERGING MARKETS GROWTH FUND, INC. ("LENDER")
A. FUND OBJECTIVE
This short term, fixed income fund (the "Fund") is designed to maximize the
yield on securities lending cash collateral by investing in securities that
satisfy these guidelines, as applied at the time of purchase.
B. PERMISSIBLE INVESTMENTS
1. INSTRUMENTS
The Fund is permitted to purchase both fixed-income securities and other
securities with debt-like characteristics on a fixed rate and floating rate
basis, including:
Asset Backed Securities
Bank Notes
Bankers' Acceptances
Certificates of Deposit
Commercial Paper, including unregistered (so-called 4(2)) Commercial Paper
Corporate Bonds
Corporate Notes
Deposit Notes
Investment Agreements, Funding Agreements, or GICs entered into, with, or
guaranteed by an insurance company
Master Notes
Medium Term Notes
Promissory Notes
Repurchase Agreements, subject to the requirements of paragraph G
Time Deposits
U.S. Government Securities, which shall include securities issued or
guaranteed as to principal and interest by the United States Government, its
agencies instrumentalities or establishments
2. MONEY MARKET FUNDS
In addition, for purposes of these guidelines, shares of a money market mutual
fund registered with the Securities and Exchange Commission as an investment
company under the Investment Company Act of 1940, as amended: (i) shall be
permissible investments, (ii) shall not be subject to any limitation under the
Concentration Guidelines in paragraph E, (iii) shall be deemed to have a Final
Maturity of one day for purposes of the Maturity Guidelines in paragraph F and
(iv) shall be deemed to meet the applicable Quality Guidelines in paragraph H.
3. CERTAIN DERIVATIVES
The Fund will not invest in any instrument whose coupon rate will move in the
opposite direction of the index to which such instrument is tied. In addition,
in the event that the Fund invests in any instrument whose coupon rate moves
when the index to which such rate is tied moves, the Fund shall invest only in
those of such instruments whose movements in the coupon rate are equivalent to
movements in the index.
4. CURRENCY
Only U.S. Dollar denominated securities will be permissible under these
guidelines.
5. LIMITATION ON FOREIGN ISSUERS
There are no limitations on foreign issuers.
C. PROHIBITED INVESTMENTS
1. All investments and all securities, other than those of the types set
forth in paragraph B.1.
(xxxiii) Any securities of X. X. Xxxxxx Chase & Co. (or any successor thereto)
or its affiliates.
(xxxiv) Equity securities.
(xxxv) Floating rate securities with an interest rate cap, with the exception
of those capped at a rate in excess of 20% to comply with state usury laws.
(xxxvi) Any securities prohibited by the Lender's Prospectus and Statement of
Additional Information, as and to the extent advised to Chase by the Lender by
Written Instruction from time to time. In connection with the foregoing,
Lender may additionally furnish Chase with a copy of its Prospectus and
Statement of Additional Information, together with changes thereto.
D. LIMITATIONS ON AMOUNTS INVESTED
The Fund will seek to be fully invested in permissible securities as of the
close of business on each day.
E. CONCENTRATION GUIDELINES
The greater of 25 million or 10% of the Fund's total assets, measured at the
time of purchase, may be invested in the securities of a single issuer (other
than U.S. Government Securities, repurchase agreements and money market funds,
as to which there is no limitation).
F. MATURITY GUIDELINES
1. Fixed rate instruments must have a Final Maturity at the time of purchase
that does not exceed 2 years, except that repurchase agreements shall not
exceed 90 days.
2. Floating rate instruments which are U.S. Government Securities must have a
Final Maturity that does not exceed 5 years and all other floating rate
instruments must have a Final Maturity that does not exceed 2 years.
3. Final Maturity for purposes of these guidelines means the earliest of (i)
the date noted on the face of the instrument as the date on which the principal
amount must be paid, (ii) in the case of an instrument with an unconditional
put or unconditional demand feature, the date on which the principal amount of
the instrument can be recovered by demand, or (iii) in the case of a floating
rate instrument, the next readjustment of the interest rate, provided that, if
the maturity of a floating rate instrument is determined by reference to an
unconditional put or unconditional demand feature, the period remaining between
adjustments of the interest rate must not exceed the period specified in
paragraph F.1. A floating rate instrument shall be deemed to have a maturity
equal to the period remaining until the next readjustment of the interest rate,
for purposes of calculating days to maturity of the instrument and the
portfolio's weighted average maturity.
4. A repurchase agreement shall be deemed to have a maturity equal to the
period remaining until the date on which the repurchase of the underlying
securities is scheduled to occur, or, where no date is specified, but the
agreement is subject to a demand, the notice period applicable to a demand for
the repurchase of the securities.
5. Adjustable rate mortgages will have a maturity equal to the period
remaining until the last principal payment is required by the terms of the
underlying obligation to be paid.
6. The Fund's maximum weighted average days to maturity may not exceed 90.
6. REPURCHASE AGREEMENTS
Repurchase agreements (including term repurchase agreements), entered into
using Tri-Party Institutions approved by the Lender; which as of the date of
this writing include: The Chase Manhattan Bank, The Bank of New York and the
Custodial Trust Company.
1. PERMITTED COLLATERAL
All repurchase agreements shall be collateralized at the time of purchase at
not less than 100% of the repurchase price, including accrued interest, and
shall be marked to market daily to maintain such level of collateral.
Permitted collateral includes bills, bonds or notes issued by the United States
Treasury, or other securities guaranteed as to principal and interest by the
Government of the United States, its agencies, instrumentalities or
establishments; mortgage-backed securities sponsored by agencies of the
Government of the United States; corporate obligations of domestic and foreign
issuers with a minimum rating of AA- by Standard & Poor's Corporation ("S&P")
or Aa3 by Xxxxx'x Investor Services, Inc. ("Moody's"); asset-backed securities
with a minimum rating of AAA by S&P or Aaa by Moody's; and money market
instruments (including, but not limited to, certificates of deposit, bank
notes, deposit notes, bankers' acceptances and commercial paper issued by
domestic issuers with a minimum rating of A-1 by S&P and P-1 by Moody's).
2. DIVERSIFICATION
A repurchase agreement shall be deemed to be an acquisition of the underlying
securities, provided that the obligation of the seller to repurchase the
securities from the Fund is fully collateralized.
H. QUALITY GUIDELINES
1. RATINGS
Except as otherwise provided with respect to repurchase agreement collateral in
paragraph G:
Specified rating categories at initial time of purchase:
a. Short-Term: Any two of the following: A-1 by S&P, P-1 by Moody's, F-1 by
Fitch, D-1by Duff.
b. Long-Term: At least A-by S&P and A-3 by Moody's.
A security without its own rating will be considered to be rated if it has been
issued by an issuer that is rated with respect to (i) a class of short-term
debt obligations, in the case of short-term ratings or (ii) a class of
long-term debt obligations, in the case of long-term ratings, or any security
within the relevant class that is comparable in priority and security with the
purchased security. Long-term ratings will be used only if a security is not
rated and no security of the same issuer that is comparable in priority with
such security is rated.
2. DOWNGRADES
The Fund may not purchase securities based on either an S&P, Moody's, Fitch,
or Duff rating where the rating organization has announced publicly that it is
examining the rating for a possible downgrade. This limitation does not apply
to securities rated A1+ by S&P.
In the event that a security held in the portfolio falls below the minimum
guideline as detailed in this paragraph H as a result of being downgraded by
either S&P Moody's, Fitch, or Duff, Chase will notify Lender promptly in
writing and await instructions. In no event, however, will Chase be liable for
any consequences of the fallen rating, including retention of the security in
the absence of instructions from the Lender (except in the event that Chase
does not notify Lender as provided above or fails to follow Lender's
instructions with respect to such security and it being understood that
"promptly" as used in this paragraph shall mean two New York Business Days).
I. COMMERCIAL BANK OBLIGATIONS
All certificates of deposit, time deposits, bank notes and bankers' acceptances
must represent direct or contingent obligations of commercial banks with assets
in excess of USD one billion.
* * *
LENDER SHOULD ANALYZE THESE GUIDELINES CONTINUALLY TO DETERMINE THEIR CONTINUED
APPROPRIATENESS, RECOGNIZING THAT ALL INVESTMENTS BEAR RISKS AND THAT THE
RETURN OF PRINCIPAL IS NOT ASSURED.
EMERGING MARKETS GROWTH FUND, INC.
BY: CAPITAL INTERNATIONAL, INC.
BY:__________________________
NAME:_______________________
TITLE:________________________
DATE:________________________
THE CHASE MANHATTAN BANK
BY:__________________________
NAME: Xxxx Xxxxxxx
TITLE: VICE PRESIDENT
DATE: MARCH 9, 2001
U.S. Borrowers
X.X. Xxxxxxx & Sons, Inc.
ABN AMRO Bank N.V., New York Branch
ABN AMRO Inc.
ABN AMRO Sage Corporation
Advest, Inc.
Australia & New Zealand Banking Group Limited
Banc One Capital Markets, Inc
Banc of America Securities LLC
Barclays Capital, Inc.
Bear Xxxxxxx Securities Corp
Bear, Xxxxxxx & Co., Inc.
BHF Securities Corp.
Bleichroeder (Xxxxxxx & S.), Inc.
BMO Xxxxxxx Xxxxx Corp.
BNP Paribas Securities Corp.
BNY Clearing Services LLC
Cantor Xxxxxxxxxx & Company
Cantor, Xxxxxxxxxx Securities
Chase Securities Inc.
CIBC World Markets Corp.
Commerzbank Capital Markets Corporation
Credit Lyonnais Securities (USA) Inc.
Credit Suisse First Boston Corporation
Xxxx Xxxxxxxx Inc.
Daiwa Securities America, Inc.
Deutsche Banc Alex. Xxxxx Inc.
Xxxx Xxxxxx Xxxxxxxx, Inc.
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corp.
Dresdner, Kleinwort, Benson, N.A., LLC
Xxxxxxxxxx & Co., Inc.
First Albany Corporation
Xxxxxxx, Xxxxx & Co.
Gruntal & Co., LLC
Herzog, Heine, Geduld, Inc.
HSBC Securities, (USA) Inc.
ING Barings LLC
X.X. Xxxxxx Securities Inc.
Xxxxxxxxx & Company, Inc.
Lazard Freres & Co. LLC
Xxxx Xxxxx Xxxx Xxxxxx, Inc.
Xxxxxx Brothers Inc
M.S. Securities Services, Inc. (Xxxxxx Xxxxxxx)
Xxxxxxx Xxxxx Government Securities Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Inc.
Xxxxxxx Financial
Xxxxxx Guaranty Trust Co. of NY
Xxxxxx Xxxxxxx & Co. Incorporated
Xxxxxxxxx Xxxxxx, LLC
Nomura Securities International, Inc.
PaineWebber Incorporated
Prudential Securities Inc.
Xxxxxxx Xxxxx & Associates, Inc.
RBC Dominion Securities Corporation
U.S. Borrowers
Refco Securities, Inc.
Xxxxxxx Xxxxx Barney Inc.
XX Xxxxx Securities Corp.
Societe Generale, New York Branch
Spear, Leeds & Xxxxxxx
XX Securities (USA) Inc.
The Chase Manhattan Bank
Tullet & Tokyo Securities Inc.
UBS Warburg LLC
Wedbush Xxxxxx Securities, Inc.
Xxxxx, Xxxx & Xxxxx
Xxxxx Fargo Brokerage Services
Westdeutsche Landesbank Girozentrale (NY Branch)
Non-U.S. Borrowers
Barclays Bank PLC
Barclays Capital Securities Ltd.
Bear Xxxxxxx International Limited
Bear Xxxxxxx International Trading Ltd.
BNP Paribas
Chase Australia Securities Limited
Chase Manhattan International Limited
CIBC World Markets PLC
Commerzbank AG
Credit Suisse First Boston Europe Limited
Credit Suisse First Boston Equities Limited
Daiwa Sumitomo Bank Capital Markets Ltd.
Deutsche Bank XX
Xxxxxxx Xxxxx International
ING Baring Ltd.
Investec Bank UK Ltd.
XX Xxxxxx Securities Limited
Lazard Bank Limited
Xxxxxx Brothers International (Europe)
Macquarie Bank Limited
Xxxxxxx Xxxxx Equities (Australia) Ltd.
Xxxxxxx Xxxxx International
Xxxxxx Xxxxxxxx & Co. Limited
Xxxxxx Xxxxxxx & Co. International Limited
Xxxxxx Xxxxxxx Securities Ltd.
National Australia Bank
Nomura International PLC
Xxxxx Xxxxxx International (UK) Limited
Salomon Brothers International Ltd.
Salomon Brothers UK Equity Ltd.
Xxxxxxx Xxxxx Xxxxxx Australia Capital Markets Pty Limited
Xxxxxxx Xxxxx Barney Australia Securities Pty Limited
SG Securities International Ltd.
UBS AG London Branch
UBS Warburg Australia Equities Ltd.
UBS Warburg Australia Ltd.
