|
<br />- 3 -
<br />
<br />(b) Whenever U.S. Securities (including, but not limited to, warrants, options, tenders, options to tender or
<br />non-mandatory puts or calls) confer optional rights on Customer or provide for discretionary action or alternative courses of action by
<br />Customer, Customer shall be responsible for making any decisions relating thereto and for directing Custodian to act. In order for
<br />Custodian to act, it must receive Customer's Written Instructions at Custodian's offices, addressed as Custodian may from time to time
<br />request, not later than noon (Florida time) at least two (2) Business Days prior to the last scheduled date to act with respect to such
<br />U.S. Securities (or such earlier date or time as Custodian may notifY Customer). Absent Custodian's timely receipt of such Written
<br />Instructions, Custodian shall not be liable for failure to take any action relating to or to exercise any rights conferred by such U.S.
<br />Securities.
<br />
<br />5. Custodian will make available to Customer proxy voting services upon the request of, Customer in accordance with
<br />terms and conditions to be mutually agreed upon by Custodian and Customer.
<br />
<br />6. Custodian shall promptly advise Customer upon its notification of the partial redemption, partial payment or other
<br />action affecting less than all U.S. Securities of the relevant class. If Custodian or Depository holds any such U.S. Securities in which
<br />Customer has an interest as part of a fungible mass, Custodian or Depository may select the U.S. Securities to participate in such
<br />partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.
<br />
<br />7. Custodian shall not under any circumstances accept bearer interest coupons which have been stripped from United
<br />States federal, state or local govemment or agency securities unless explicitly agreed to by Custodian in writing.
<br />
<br />8. Any foreign exchange transaction effected by Custodian in connection with this Agreement may be entered with
<br />Custodian or a BNY Affiliate acting as principal or otherwise through customary banking channels. Customer may issue standing
<br />Written Instructions with respect to foreign exchange transactions but Custodian may establish rules or limitations concerning any
<br />foreign exchange facility made available to Customer. Customer shall bear all risks of holding cash denominated in a foreign currency.
<br />Without limiting the foregoing, Customer shall bear the risks that rules or procedures imposed by Depositories, exchange controls,
<br />asset freezes or other laws, rules, regulations or orders shall prohibit or impose burdens or costs on the transfer to, by or for the account
<br />of Customer of property held outside Customer's jurisdiction or denominated in a currency other than its home jurisdiction or the
<br />conversion of cash from one currency into another currency. Custodian shall not be obligated to substitute another currency for a
<br />currency whose transferability, convertibility or availability has been affected by such law, regulation, rule or procedure. Custodian
<br />shall not be liable to Customer for any loss resulting from any of the foregoing events.
<br />
<br />9. To the extent that Custodian has agreed to provide pricing or other information services in connection with this
<br />Agreement, Custodian is authorized to utilize any vendor (including brokers and dealers of Securities) reasonably believed by
<br />Custodian to be reliable to provide such information. Customer understands that certain pricing information with respect to complex
<br />[mancial instruments (u" derivatives) may be based on calculated amounts rather than actual market transactions and may not reflect
<br />actual market values, and that the variance between such calculated amounts and actual market values mayor may not be material.
<br />Where vendors do not provide information for particular Securities or other property, an Authorized Person may advise Custodian
<br />regarding the fair market value of, or provide other information with respect to, such Securities or property as determined by it in good
<br />faith. Custodian shall not be liable for any loss, damage or expense incurred as a result of errors or omissions with respect to any
<br />pricing or other information utilized by Custodian hereunder.
<br />
<br />10. As an accommodation to Customer, Custodian may provide consolidated recordkeeping services pursuant to which
<br />Custodian reflects on Account statements Securities not held in Custodian's vault or for which Custodian or its nominee is not the
<br />registered owner ("Non-Custody Securities"). Non-Custody Securities shall be designated on Custodian's books as "shares not held"
<br />or by other similar characterization. Customer acknowledges and agrees that it shall have no security entitlement against Custodian
<br />with respect to Non-Custody Securities, that Custodian shall rely, without independent verification, on information provided by
<br />Customer regarding Non-Custody Securities (including but not limited to positions and market valuations) and that Custodian shall
<br />have no responsibility whatsoever with respect to Non-Custody Securities or the accuracy of any information maintained on
<br />Custodian's books or set forth on account statements concerning Non-Custody Securities.
<br />
<br />II. From time to time Custodian may make available to Customer or its agent(s) certain services, computer programs or
<br />other products or services (collectively, "Tools") that allow Customer or its agent(s) to perform certain analytic, accounting,
<br />compliance, reconciliation and other functions with respect to the Securities and other assets in the Account. By way of example,
<br />Tools may assist Customer or its agent(s) in analyzing the performance of investment managers appointed by Customer, determining
<br />on a post-trade basis whether transactions for the Account comply with Customer's investment guidelines, evaluating assets at risk, and
<br />account reconciliation. Such Tools, whether or not modified to meet specific needs of Customer, are provided "AS IS" and
<br />CUSTODIAN DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TOOLS,
<br />INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND
<br />FITNESS FOR A PARTICULAR PURPOSE. ANYTHING IN TillS AGREEMENT TO THE CONTRARY
<br />
<br />F-4
<br />
|