Exhibit (2)(j) to Form N-2
CUSTODY SERVICES
CUSTODY ACCOUNT AGREEMENT
JSD 1870071
----------------------------------------------
ACCOUNT NUMBER
BMO Partners Fund LP
(investment company registered under
Investment Company Act of 1940)
----------------------------------------------
ACCOUNT NAME
April 2000
----------------------------------------------
DATE
/ / INDIVIDUAL
/ / JOINT (with Right of Survivorship; payable to any
of the undersigned or the survivor of them)
/ / CORPORATION
/x/ PARTNERSHIP
/ / FIDUCIARY
Custody Account Agreement
The undersigned hereby requests and authorizes The Chase Manhattan Bank
(hereafter sometimes called "you") to establish a Custody Account (the
"Account") for the purpose of holding or disposing of any property
(hereinafter referred to as the "Property") received by The Chase
Manhattan Bank for the undersigned subject to the instructions set forth
herein.
1. Use Of Depositories
You may provide safekeeping of the Property according to your operational
procedures in effect from time to time and are not responsible for
retaining serial number identification of any securities held for the
Account. You may deposit all or any part of the Property with any
centralized securities depository system ("SDS") or subcustodian which
you may select. All stocks and other securities in registered form held
in the Account are to be registered in the name of your nominee or a
nominee of the relevant SDS or subcustodian. If this is an Individual or
Joint Account, you are authorized to execute instruments required for the
transfer of securities registered in the name of the undersigned into
good negotiable form.
2. Transactions
You are authorized:
(a) To receive property/investments in the Account against payment or
free against receipt as instructed by or on behalf of the
undersigned;
(b) To deliver property/investments from the Account against payment or
free against receipt as instructed by or on behalf of the
undersigned;
(c) To receive all interest, dividends and other income payable on
investments in the Account and to credit such interest, dividends
and other income as is designed herein;
(d) To credit all proceeds received from sales and redemptions and to
debit all costs and expenses of purchases as is designated herein;
(e) To present obligations (including coupons) for payment upon
maturity, when called for redemption and when income payments are
due;
(f) To exchange securities for other securities where the exchange is
purely ministerial;
(g) To purchase and sell investments for the Account on instructions of
the undersigned;
2
(h) To convert any currency received with respect to investments in the
Account into another currency whenever it is practical or necessary
to do so through customary banking channels; and
(i) To enter into spot or forward transactions for the purchase and/or
sale of currencies for the Account in connection with or in
anticipation of the purchase or sale of securities.
3. Reservation Of Right
You reserve the right to refuse to accept any investment for the Account
which is in a form or condition which you, in your sole discretion,
determine is not compatible with the services to be performed under this
Agreement.
4. Proxies and Notices Of Redemptions, Tenders, Reorganizations &
Fractional Interests
You shall notify the undersigned upon receipt of notice by you of any
call for redemption, tender offer, subscription rights, merger,
consolidation, reorganization or recapitalization (i) appearing in the
financial publications to which you subscribe for the purpose of
monitoring the above and any official notifications from an SDS you
utilize, pertaining to securities in the Account which have been
registered in the name of your nominee or are being held by an SDS or
subcustodian on your behalf, and (ii) requiring you to act in response
thereto.
You are directed to forward to the undersigned, and/or any other
person designated by the undersigned, all proxies, annual reports and
other information which requires the undersigned's action, received by
you in connection with securities held in the Account, which have been
registered in the name of your nominee, or are being held by any SDS or
subcustodian on your behalf.
You are authorized to sell any fractional interest resulting from a
stock dividend or split. You are also authorised to sell any debt
instrument having a face value of less than $1,000 or considered to be
less than the minimum required for trading in the currency of the
instrument.
Should any securities of the type held by you for the undersigned be
called for a partial redemption by the issuer of such securities, you are
authorized in your sole discretion to allot the called portion to the
respective beneficial holders in any manner deemed to be fair and
equitable in your judgment.
All solicitation fees payable to you as agent in connection herewith
will be retained by you.
3
5. Payment Orders
You are authorized to honor and execute funds transfer or withdrawal
instructions ("Payment Orders") given to you by any of the undersigned's
agents as identified in paragraph 14 of this Agreement, including Payment
Orders that may create an overdraft and those that are for the benefit of
any authorized representative, officer, agent or employee of the
undersigned, without inquiry into the circumstances; you have the right
to refuse Payment Order instructions if sufficient funds are not
available in the account. Except as otherwise modified hereby, the
parties intend that the transactions contemplated hereby are deemed funds
transfers subject to the Uniform Commercial Code.
Notwithstanding anything else to the contrary in this Agreement,
changes to assigned agents and/or telephone numbers utilized to
affirm/disaffirm Payment Orders must be provided to you by the
undersigned in writing and shall not be effective until acknowledged by
you. You may complete all Payment Orders based upon original standing
instructions until the changes become effective.
You may terminate the arrangement concerning Payment Orders as described
in this Agreement at any time without notice. The undersigned may
terminate the arrangement concerning Payment Orders as described in this
Agreement by providing you written notice of termination that shall
become effective upon your receipt of such notice. You may complete all
Payment Orders accepted on the day the termination becomes effective.
The undersigned agrees that all Payment Orders may be verified by
you pursuant to the following security procedures but agrees that you are
not obligated to verify Payment Orders and may execute them without use
of these verification processes:
(a) The undersigned agrees to send you written confirmation within one
day following the issuance of oral or electronically transmitted
Payment Order instructions. A failure to provide written
confirmation, or a discrepancy between the oral or electronically
transmitted order and the written confirmation, shall in no way
affect the validity or enforceability of any action taken by you in
reliance upon the oral or electronically transmitted Payment Order
instructions. You undertake no obligation to monitor the receipt of
written confirmations or detect discrepancies between the written
confirmation and the oral or electronically transmitted Payment
Order.
(b) If the undersigned gives verbal or electronically transmitted
Payment Order instructions, you may at your discretion telephone the
undersigned at one of the telephone numbers listed on page 13 or 14,
at another telephone number of the undersigned as shown in your
records or at such other telephone numbers as you may from time to
time agree upon.
4
6. Bonds with Tender Put Options Attached
The undersigned understands that your role as custodian does not include
the duty to identify securities with tender put options attached or to
monitor the tender and action dates for these securities.
Notwithstanding anything contained herein to the contrary, the
undersigned shall have the sole responsibility for monitoring the
applicable dates on which securities with put option features must be
exercised. If the undersigned decides to exercise a tender put option,
the undersigned agrees to provide complete written instructions including
but not limited to security description, principal amount, name and
address of tender agent, intent notification date and details, tender
date and delivery date.
7. Investments and Funds Held Abroad
Investments in the Custody Account shall be held in such country or other
jurisdiction as shall be specified from time to time in instructions from
the undersigned which are acceptable to you, provided that such country
or other jurisdiction shall be one in which the principal trading market
for such investments is located or in which such investments are to be
acquired or presented for payment. Funds shall be credited to an account
in such amounts and in the country or other jurisdiction as shall be
specified from time to time in instructions from the undersigned which
are acceptable to you, provided that such country or other jurisdiction
shall be one in which such cash is the legal currency for the payment of
public or private debts.
The undersigned authorizes you to hold cash and investments for the
Custody Account in accounts which have been established by you with one
of your branches or with one or more subcustodians. "Subcustodian" means
a branch of another U.S. bank, a foreign bank acting as custodian or a
foreign securities depository in which you participate. You shall select
in your sole discretion the branch or subcustodian in the custody of
which any Investment may be maintained or with which any funds may be
deposited. Any entity so elected is authorized to hold such funds and
investments in its account with any foreign securities depository in
which it participates.
You shall not be liable for any loss resulting from the maintenance
of any investments in a foreign country, including, but not limited to,
losses resulting from nationalization, expropriation, currency
restrictions, acts of war or terrorism, insurrection, revolution, or acts
of God.
Unless specifically instructed otherwise by the undersigned, all
foreign currency collected in respect of such securities is, to the
extent possible, to be converted into United States dollars, and in
effecting such conversion you may use such methods or agencies as you may
deem appropriate, including your facilities, or those of your affiliates,
or foreign exchange traders at customary rates. All risks and expenses
incident to such collection and conversion shall be assumed by the
undersigned, and you shall have no responsibility for fluctuation in
exchange rates affecting any such conversion.
5
8. Withholding Taxes
It is acknowledged that, if any of the undersigned is neither a citizen
nor a resident of the United States, income paid on some assets held by
you may be subject to U.S. withholding tax, and that you are required by
law to deduct applicable U.S. withholding taxes from such income. You
are also hereby advised that the proceeds of any sale of a security to
the issuer hereof in the context of a self-tender offer do not constitute
dividends and you are hereby requested not to withhold taxes payable to
the United States with respect to such proceeds. The undersigned
agree(s) to indemnify you for any assessed withholding taxes imposed on
you by the Internal Revenue Service with respect to any payments made in
connection with, rising out of, or in any way related to this Agreement,
as well as any interest related thereto.
You shall have no obligation to seek a refund of any taxes withheld
against any dividends or interest paid on any investment in the Account
unless the undersigned provides you with all documents that you may
reasonably require for that purpose.
9. Crediting and Debiting Procedure
With respect to any transaction involving any investment held in or to be
acquired for the Account you may, in your discretion, cause the Account
to be credited on the contractual settlement date with the proceeds of
any sale or exchange of any investment from the Account and to be debited
on the contractual settlement date for the cost of any investment
purchased or acquired for the Account. If a transaction with respect to
which a credit or debit has been made fails to settle, you may reverse
such credit or debit upon receipt of instructions from the undersigned.
Alternatively, while you assume no affirmative duty to act in the absence
of such instructions, you may reverse any such credit or debit if a
transaction fails to settle within a period of time after the contractual
settlement date which you in your sole discretion consider reasonable in
the light of market conditions. If any investments delivered pursuant
hereto are returned by the recipient thereof, you may cause any such
credits and debits to be reversed at any time. With respect to any
transactions as to which you do not determine so to credit or debit the
Account, the proceeds from the sale or exchange of investments will be
credited and the cost of such investments purchased or acquired will be
debited to the Account on the date such proceeds or investment are
received by you.
Notwithstanding the preceding paragraph, settlement and payment for
any investment received for, and delivery of any investment out of, the
Account may be effected in accordance with the customary or established
trading or processing practices and procedures for such investment in the
jurisdiction or market in which the transaction occurs, including,
without limitation, delivering such investment to the purchaser thereof
or to a dealer therefor (or to an agent for such purchaser or dealer)
against a receipt with the expectation of receiving later payment for
such investment from such purchaser or dealer (or agent therefor).
6
With respect to all transactions for the Account, including, without
limitation, dividend and interest payments and sales and redemptions of
any investment, availability of funds credited to the Account will be
based on the type of funds used in the trade settlement or payment,
including, but not limited to, same-day availability for federal or same-
day funds and next-business-day availability for clearing house or next-
day funds.
10. Reimbursement
If you choose to credit the Account on the payable date for interest,
dividends or redemptions you may reverse such credit and if funds are not
available, the undersigned will return to you such amount or property in
the ordinary course of transactions for the account of the undersigned.
You shall have no duty to institute legal proceedings, file a claim or
proof of claim in any insolvency proceeding or take any action beyond
your ordinary collection procedures to collect such amounts or property.
11. Overdrafts
The amount by which any payment made by you on behalf of the undersigned
pursuant to this Agreement exceeds the available funds of any currency in
the Account shall be deemed a loan from you to the undersigned. Such
loan shall be payable on demand and, in your discretion, shall bear
interest at the rate customarily charged by you or your subcustodian on
similar loans. In no event shall you have any duty to make any payment
if such payment will exceed the funds available in the Account. You have
the right to refuse trades if sufficient funds are not available in the
Account.
12. Security and Set-off
As security for the performance of the undersigned's obligations under
this Agreement, the undersigned grants a security interest in and
pledges, transfers, and assigns to you all the undersigned's right, title
and interest in and to all cash, the Property, investments and other
assets held by you or by any of your subsidiaries, affiliates or
subcustodians (other than the shares of an investment company to which
you or your affiliate is an investment advisor) wherever located and
whether or not denominated in the same or different currencies. In the
event that a debited deposit is maintained in a currency other than the
currency of the undersigned's obligations to you, such debit shall be
made in an amount which, when converted to the currency of the
undersigned's obligation at your rate for purchasing such currency on the
date of such debit, shall yield the amount then due and payable to you
hereunder. In addition, and without limiting the foregoing, except as
precluded by law, the undersigned agrees that you may set-off any and all
of the undersigned's obligations to you against any and all deposits of
the undersigned, whether general or special, with you.
7
13. Instructions of the Undersigned
You are authorized to accept and rely upon all instructions which you
believe in good faith are given by or on behalf of the undersigned under
the terms of this Agreement.
Instructions may be written, oral, by telephone, telex, facsimile
transmission, bank wire or other electronic communication acceptable to
you. You shall incur no liability to the undersigned or otherwise as a
result of any act or omission by you in accordance with instructions on
which you are authorized to rely pursuant to the provisions of this
section unless your reliance is the result of your gross negligence or
willful misconduct. You will incur no liability for the failure of any
written confirmation to conform to the telephone instructions which you
received or your failure to produce such confirmation at any subsequent
time. Unless otherwise expressly provided, all authorizations and
instructions shall continue in full force and effect until canceled or
superseded by subsequent authorizations or instructions received.
The undersigned agrees that if you require test arrangements,
authentication methods or other security devices to be used with respect
to instructions, the undersigned shall safeguard any testkeys,
identification codes or other security devices which you make available
and agrees that the undersigned shall be responsible for any loss,
liability or damage incurred by you or by the undersigned as a result of
your acting in accordance with instructions from any unauthorized person
using the proper security device. You may electronically record any
instructions given by telephone, and any other telephone discussions with
respect to the Account or transactions pursuant to this Agreement.
FOR JOINT ACCOUNTS:
You are directed to follow and rely upon any instructions received from
any one of the undersigned. For all purposes of this Agreement, an
instruction received from one of the undersigned shall constitute
instructions from all of the undersigned. Any one of the undersigned
acting alone may withdraw any property in the Account or pledge the same
for his or her individual indebtedness to you. If you should receive
conflicting instructions as to any matter, you are to notify all of the
undersigned and you are directed to take no action with respect to such
matter until you receive non-conflicting instructions from all of the
undersigned.
In addition:
(i) You may be required by service of legal process to remit funds held
in the Account to satisfy judgment entered against, or other debt
incurred by any of the undersigned;
(ii) You may honor withdrawal requests from any of the undersigned
after the death of any of the other undersigned;
(iii) You may treat the Account as the sole property of any of the
undersigned after the death of all of the other undersigned;
8
(iv) Unless you receive written notice signed by any of the
undersigned not to pay or deliver any funds or securities in the
Account, you shall not be liable for continuing to honor
withdrawal requests from any of the undersigned; and
(v) After receipt of the notice referred to in (iv) you may require the
written authorization of any or all of the undersigned for any
further payments or deliveries.
FOR CORPORATE ACCOUNTS:
The undersigned has delivered to you a corporate resolution, ss authorized
in a certificate of the Secretary or Assistant Secretary, which
authorizes one or more officers, employees, or agents of the undersigned
to act on behalf of the undersigned under the terms of this Agreement.
FOR PARTNERSHIP ACCOUNTS:
The undersigned has delivered to you a partnership certificate, signed by
all of the general partners, authorizing one or more partners, employees,
or agents of the undersigned to act on behalf of the undersigned under
the terms of this Agreement.
FOR FIDUCIARY ACCOUNTS:
You are directed to follow only those instructions received from (check
only one) ________ Any, _________ Majority, or All of the undersigned.
14. Authority of Advisor/broker/agent
You are hereby authorized without further approval from the undersigned
to act upon the following instructions, this authorization to continue in
full force and effect until you receive written notice from the
undersigned of the revocation thereof:
(A) INSTRUCTIONS OF THE UNDERSIGNED'S ADVISOR
▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇
-------------------------------------------------
-------------------------------------------------
(THE "ADVISOR")
(Please check Yes or No for each of the following five items.)
Yes No
--- --
/x/ / / To sell, deliver or exchange any securities or other
property against receipt by you of such payment set
forth in such instructions and to purchase or receive
securities and make payment therefor as set forth in
such instructions.
9
/x/ / / To make free deliveries of securities from the Account.
/x/ / / To issue checks drawn against the Account payable to the
Advisor for investment management bills submitted by the
Advisor.
/x/ / / To issue checks drawn against the account payable to tax
authorities, as directed by the Advisor.
/x/ / / To issue checks or remit funds by wire transfer drawn
against the Account, payable to any payee, as directed
by the Advisor.
(B) INSTRUCTIONS OF THE UNDERSIGNED'S BROKER
---------------------------------------------------------------
---------------------------------------------------------------
(the "Broker"), in the form of broker confirmations or I.D. confirmations
received through the Depository Trust Company Institutional Delivery
System, covering purchases and sales of securities made for the
undersigned's account by the Broker. All receipts and deliveries of
securities are to be effected against payment of the Broker's figures,
accepting those figures as correct. You will not be liable or responsible
in any way for determining whether any confirmation received by you from
the Broker represents a duplication by that Broker.
(C) INSTRUCTIONS OF THE UNDERSIGNED'S AGENT(S) TO GIVE PAYMENT ORDERS
1. ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇ LLC
-------------------------------------------------------
PRINT NAME
on file
-------------------------------------------------------
SIGNATURE
212-661-2640
--------------------------------------------------------
TELEPHONE NUMBER
2.
--------------------------------------------------------
PRINT NAME
--------------------------------------------------------
SIGNATURE
--------------------------------------------------------
TELEPHONE NUMBER
10
3.
--------------------------------------------------------
PRINT NAME
--------------------------------------------------------
SIGNATURE
--------------------------------------------------------
TELEPHONE NUMBER
4.
--------------------------------------------------------
PRINT NAME
--------------------------------------------------------
SIGNATURE
--------------------------------------------------------
TELEPHONE NUMBER
Cross out any unused spaces above.
The above are hereby appointed by the undersigned as agent(s) to give
Payment Orders.
15. (A) Principal
The proceeds of sales and redemptions and other receipts of monies, other
than income, collected in accordance with the instructions of the
undersigned are to be credited to the principal division of the Account.
The cost and expenses of purchases are to be charged to the principal
division, except that accrued interest is to be charged to the income
division.
With respect to any balances remaining in the principal division,
you are instructed to:
(Please check one.)
/x/ Sweep principal balances daily to/from:
(Select one vehicle.)
_______ Chase Cash Investment Account (a Chase Manhattan Bank
interest-bearing money market account)
_______ Chase Vista Money Market Funds
Chase Vista Treasury Plus MMFD
---------------------------------------------------
(FUND NAME)
11
/ / Retain in Account pending the undersigned's instructions.
(B) Income
With respect to all interest, dividend, and other income credited to the
Account, you are instructed to:
/x/ Sweep income balances daily to/from:
(Select one vehicle.)
_______ Chase Cash Investment Account (a Chase Manhattan Bank
interest-bearing money market account)
_______ Chase Vista Money Market Funds
Chase Vista Treasury Plus MMFD
---------------------------------------------------
(FUND NAME)
AND/OR
/ / Credit checking account (___ Monthly or ___ Quarterly) of ________
A/C#
-------------------------------------------------------------
12
AND/OR
/ / Other (Please specify.)
Daily advices to BMO
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
OR
/ / Retain in Account pending the undersigned's instructions. By
selecting one of the Chase Vista Funds, the undersigned understands
and acknowledges that:
1. An investment in the Funds is not a bank deposit or an obligation
of, or guaranteed by, any bank, including The Chase Manhattan Bank
or its affiliated banks, and is not insured or guaranteed by any
federal agency including the FDIC. An investment in the Funds
involves certain risks including possible loss of principal.
2. The undersigned has been provided with and advised to read
carefully, the Funds prospectus which contains information on the
Funds fees and expenses.
3. You and your affiliates are compensated for various services
provided to the Funds including investment advisory and shareholder
services as more fully disclosed in the Funds prospectus.
16. Special Instructions
Certain records maintained by you pursuant to this Agreement may be
relied upon by the undersigned to satisfy a portion of the
undersigned requirements under the Investment Company Act of 1940
(as amended "The 1940 Act"). The undersigned or the undersigned's
authorized representatives, shall have access to such books and
records during your normal business hours. You shall preserve these
records for seven (7) years. Subject to restrictions under
applicable law, you shall also permit the undersigned's independent
public accountants reasonable access to such records as may be
required in connection with the examination of the undersigned's
books and records.
17. Optional Tax Service
/ / Tax Summary Letter. You are to prepare an annual summary statement
which details, for income tax purposes, gross income (by class),
expenses and capital transactions in the Account.
13
/ / Individual Income Tax Return. You are to prepare federal, state and
local income tax returns.
/ / Fiduciary Income Tax Returns. You are to prepare a fiduciary return
and provide the beneficiary a summary statement which details net
figures to be reported by the beneficiary for income tax purposes.
In the event none of the above options are selected by the undersigned,
the undersigned will be deemed to have elected not to utilize this
service. The undersigned understands that a separate fee will be
charged, based on the amount of work involved, for the tax service
requested.
18. Shareholder Disclosure
The undersigned has indicated below whether you are authorized to release
the undersigned's name, address and share positions to requesting
companies whose stock is owned by the undersigned, which companies may be
required or choose to disclose such information to others.
Yes No
--- ---
/ / / / You are authorized to release the name, address, and share
positions of the undersigned.
The Chase Manhattan Bank shall disclose such information unless expressly
forbidden by the undersigned.
19. Statement of Account
A statement of all transactions in the Account, with a list of the
securities held in the Account, including current market value, if
available to you, shall be rendered monthly. In the absence of the
filing in writing with you by the undersigned of exceptions or objections
to any such statement within sixty (60) days of issuance date, the
undersigned shall be deemed to have approved such statement, and you
shall be released, relieved and discharged with respect to all items set
forth therein. Market values are obtained from sources that you believe
to be reliable, however, you cannot guarantee their accuracy.
20. (A) Custodian Responsibility
You are authorized to take actions pursuant to this Agreement in
accordance with your customary processing practices for customers similar
to the undersigned and, in accordance with such practices, you may retain
agents, including subsidiaries or affiliates of yours, to perform certain
of such functions, notwithstanding that such retention may result in a
gain or profit to you or to any of your subsidiaries or affiliates. All
collection and receipt of funds or investments and all payment and
delivery of funds or investments under this Agreement shall be made by
you as the agent of the undersigned, for the account of, and at the risk
of, the undersigned.
14
You will be responsible for only those duties stated in this
Agreement or expressly contained in instructions to perform the services
described herein given to you pursuant to the provisions of this
Agreement and, without limiting the foregoing, you shall have no duty or
responsibility:
(a) to supervise the investment of, or make recommendations with respect
to the purchase, retention or sale of, any investment relating to
the Account;
(b) with regard to any investment in the Account as to which a default
in the payment of principal or interest has occurred, to give notice
of default, make demand for payment or take any other action with
respect to such default;
(c) for any act or omission, or for the solvency or notice to the
undersigned of the solvency, of any affiliated or unaffiliated
subcustodian, securities depository broker or agent selected by you
(in the absence of negligence or willful misconduct by you in such
selection) or by the undersigned or any other person to effect any
transaction for the Account;
(d) to evaluate, or report to the undersigned regarding, the financial
condition of any party to which you deliver investments or payment
pursuant to this Agreement; or
(e) for any loss occasioned by delay in the actual receipt of notice by
you or any payment, redemption or other transaction in respect to
which you are authorized to take some action pursuant to this
Agreement.
(f) for fiduciary accounts, if the undersigned is a trust and you are
provided with a copy of its trust instrument, the undersigned
understands and agrees that your review of such document is solely
for the purpose of identifying the Trustees, and that you assume no
responsibility whatsoever for the proper administration of the
trust.
(B) Liability and Indemnification
You shall not be liable to any of the undersigned for any loss suffered
by the undersigned (including reasonable attorney's fees) in connection
with, arising out of, or in any way related to the transactions
contemplated under this Agreement, unless such loss is caused by your
negligence or willful misconduct. You may at your option insure yourself
against loss or liability from any cause but shall be under no obligation
to insure for the benefit of the undersigned. You shall have no
liability with respect to, and the undersigned hereby waives, releases
and agrees not to ▇▇▇ upon any claims for any special, speculative,
indirect or consequential losses or damages suffered by the undersigned
in connection with the transactions contemplated and the relationship
established by this Agreement, even if you are advised as to the
possibility thereof. You shall have no liability for any statement memo
15
entries regarding assets not held or controlled by you. Without limiting
the generality of the foregoing, the undersigned agrees that you shall
not be responsible for the actions or omissions of any SDS utilized by
you. In the event of any litigation arising out of the undersigned's
authorization to honor and execute Payment Orders, the undersigned hereby
waives the right to impose any setoff or counterclaim of any nature or
description. All payments for which you may be liable in connection with
this Agreement shall be based upon the market value of the securities at
the date of discovery of the loss. The undersigned agrees to indemnify
and hold you harmless from loss or liability (including reasonable
attorney's fees) arising out of or in any way related to the terms of
this Agreement, unless caused by your negligence or willful misconduct.
21. Brokerage Transactions
You shall not be liable or accountable for any act or omission of brokers
or dealers in connection with this Agreement. In carrying out your
duties herein, including but not limited to your execution of any trades
the undersigned has directed, you may use such methods or agencies as you
determine in your sole discretion, including your facilities or the
facilities of an affiliate of yours. With respect to any direction to
receive securities in transactions not placed through you, you shall have
no duty or responsibility to advise the undersigned of non-receipt of, or
to take any steps to obtain delivery of securities from any brokers or
dealers, either against payment or free of payment. In connection with
the purchase or sale of securities on behalf of the undersigned, you may
combine the undersigned's order with the orders of other clients for
execution (including orders placed for your own account or placed for
persons connected with you). The undersigned acknowledges that combining
the undersigned's order with the orders of other clients may result in a
more favorable or less favorable price being obtained for the undersigned
than would have been achieved had the undersigned's order been executed
separately, and agrees that you shall not be liable to the undersigned
for any less favorable price obtained due to combining the undersigned's
order with other orders. All dealer concessions made to you will be
retained by you.
22. Fees and Expenses
You are authorized to charge the Account for all fees and expenses
incurred in connection with the Account and for custodian fees based on
the custodian fee schedule in effect from time to time. You will notify
the undersigned of any change in fees as may be required by applicable
law. Without limitation, the undersigned authorizes you to redeem any
shares of money market mutual funds in the Account necessary to cover any
such fees and expenses.
23. Notices
All communications which are to be furnished to the undersigned shall be
sent by mail to the address(es) listed on the signature lines hereto and
to the additional mailing address(es) following the signature lines, if
any, provided that in the event that you determine that an emergency
16
exists, you may use such other means of communication as you deem
advisable.
24. (A) Governing Law
This Agreement shall be governed by the laws of the State of New York.
(B) Separability
Any provisions of this Agreement 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.
(C) Multiple Accounts
From time to time you may be instructed to open and maintain more than
one Custody Account for the undersigned. Unless the undersigned and you
otherwise agree, this Agreement will govern all such accounts.
25. Tax Certifications
Please check either item "A" if the undersigned is a United States
resident, entity or citizen, or item "B" if the undersigned is a
nonresident alien or foreign entity.
/ / (A) United States Residents/entities/citizens:
▇▇-▇▇▇▇▇▇▇
---------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
Under penalties of perjury, the undersigned certifies as indicated
below that:
-- Undersigned is a citizen or resident of the United States,
AND
-- The number shown on this Agreement is the undersigned's correct
taxpayer identification number (or undersigned has applied for
and is waiting for a number to be issued),
AND
-- Undersigned is not subject to backup withholding because:
(a) undersigned is exempt from backup withholding,
17
(b) undersigned has not been notified by the Internal Revenue
Service ("IRS") that undersigned is subject to backup with-
holding as a result of a failure to report all interest or
dividends, or
(c) the IRS has notified the undersigned that undersigned is no
longer subject to backup withholding.
/ / (B) Nonresident Aliens/foreign Entities:
Under penalties of perjury, the undersigned certifies as indicated
below that:
-- For INTEREST PAYMENTS, undersigned is not a U.S. citizen,
entity, or resident (or is filing for a foreign estate and
trust),
AND
-- For PURCHASES AND SALES OF SECURITIES, undersigned is an exempt
foreign person as described on Form W-8.
If any of the undersigned is a non-resident alien, with respect to the
Account, two duly completed and executed copies of the following
appropriate United States Internal Revenue Service forms have been
delivered to you: Form 1001, Form 4224 or Form W-8 (as applicable)
certifying the undersigned's status as a foreign person, and that, if
relevant, the undersigned is entitled to receive United States source
payments under or in connection with the Account without deduction of
withholding or at a reduced rate of withholding for United States federal
income taxes. The undersigned further agrees to provide updates of such
form(s) (or successor applicable forms), on or before the date that such
form(s) expire or become obsolete or after the occurrence of an event
requiring a change in the most recent form previously delivered by the
undersigned.
The undersigned further agrees to pay, indemnify, and hold you
harmless from and against any and all liabilities for taxes that you fail
to withhold or pay with respect to the Account, and to the extent that
any failure or delay by you to pay, withhold or report tax or income is a
result of the undersigned's failure to comply with the terms of this
Paragraph 25, any and all liabilities for penalties, interest or
additions to tax with respect to, or resulting from, any delay or failure
by you (i) to pay, withhold or report any federal, state or foreign taxes
imposed on, or in respect of, the Property held in the Account, or (ii)
to report interest, dividend or other income paid or credited to, or
transactions in, the Account. You will have no liability to apply the
appropriate reduced tax rate to the Account unless the undersigned
supplies you with the above-referenced Form 1001.
18
26. Entire Agreement/modifications
This Agreement represents the entire agreement between you and the
undersigned and supersedes all prior agreements, representations, and
understandings that may currently exist. This Agreement may be amended
only by a written instrument executed by you and the undersigned.
27. Termination
Any party may terminate this Agreement at any time by written notice to
each other party. The undersigned's obligations and your rights
specified herein shall survive the termination of this Agreement.
(Refer to pages 13 through 14 for Signatures for Acceptance of this
Agreement.)
19
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as
of the date first above written.
The Internal Revenue Service does not require your consent to any
provision of this document other than the certifications
required to avoid backup withholding.
THE UNDERSIGNED agrees to notify you promptly in writing if different
telephone numbers are to be used.
FOR INDIVIDUAL ACCOUNTS AND FOR JOINT ACCOUNTS
JOINT ACCOUNTS (FIRST SIGNATURE): (SECOND SIGNATURE):
----------------------------------- -----------------------------
SIGNATURE SIGNATURE
----------------------------------- -----------------------------
NAME NAME
----------------------------------- -----------------------------
CITIZEN/RESIDENT OF CITIZEN/RESIDENT OF
----------------------------------- -----------------------------
PERMANENT ADDRESS (STREET/APT. NO.) PERMANENT ADDRESS (STREET/APT. NO.)
----------------------------------- -----------------------------
CITY, STATE, POSTAL CODE CITY, STATE, POSTAL CODE
----------------------------------- -----------------------------
TELEPHONE NUMBER(S) TELEPHONE NUMBER(S)
Mail indicated statements Mail indicated statements and
and advices (to one or more advices (to one or more
recipients), proxies and recipients) to above address.
1099 forms (to one recipient
each) to above address. / / Monthly Statement
/ / Principal Notices
/ / Monthly Statement
/ / Principal Notices
/ / Proxies
/ / 1099 Form
20
FOR CORPORATION ACCOUNTS: FOR PARTNERSHIP ACCOUNTS:
BMO Partners Fund, LP
----------------------------- ---------------------------
CORPORATE NAME PARTNERSHIP NAME
BY:__________________________ BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
TITLE ___________________________
GENERAL PARTNER
BY:__________________________ BY: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
TITLE ___________________________
GENERAL PARTNER
BY: _________________________
GENERAL PARTNER
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------- -----------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
_________________________ _____________________________
CITY, STATE, POSTAL CODE CITY, STATE, POSTAL CODE
212-661-2640
------------------------- ------------------------------
TELEPHONE NUMBER(S) TELEPHONE NUMBER(S)
Mail indicated statements Mail indicated statements and
and advices (to one or more advices (to one or more
recipients), proxies and recipients) proxies and 1099
1099 forms (to one recipient forms to (to one recipient
each) to above address. each) to above address.
Additional address(es) (if Additional address(es) (if
any) is (are) attached. any) is (are) attached.
/ / Monthly Statement /x/ Monthly Statement
/ / Principal Notices /x/ Principal Notices
/ / Proxies /x/ Proxies
/ / 1099 Form /x/ 1099 Form
21
THE UNDERSIGNED agrees to notify you promptly in writing if
different telephone numbers are to be used.
FOR FIDUCIARY ACCOUNTS:
________________________________ _________________________________________
NAME OF ACCOUNT SIGNATURE OF ADDITIONAL FIDUCIARY, IF ANY
________________________________ _________________________________________
NAME OF ADDITIONAL FIDUCIARY, IF ANY
________________________________ _________________________________________
SIGNATURE OF PRINCIPAL FIDUCIARY PERMANENT ADDRESS (STREET/APT. NO.)
________________________________ _________________________________________
NAME OF PRINCIPAL FIDUCIARY CITY, STATE, POSTAL CODE
________________________________ _________________________________________
PERMANENT ADDRESS (STREET/APT NO.) TELEPHONE NUMBER(S)
________________________________ Mail indicated statements
CITY, STATE, POSTAL CODE and advices (to one or more
recipients) to above address
________________________________ / / Monthly Statement
TELEPHONE NUMBER(S) / / Principal Notices
22
Mail indicated statements
and advices (to one or more ______________________________________
recipients), proxies and SIGNATURE OF ADDITIONAL FIDUCIARY, IF ANY
1099 forms (to one
recipient each) to above
address. ______________________________________
NAME OF ADDITIONAL FIDUCIARY, IF ANY
/ / Monthly Statement
/ / Principal Notices
/ / Proxies ______________________________________
/ / 1099 Form PERMANENT ADDRESS (STREET/APT. NO.)
______________________________________
CITY, STATE, POSTAL CODE
______________________________________
TELEPHONE NUMBER(S)
Mail indicated statements
and advices (to one or more
recipients) to above
address.
/ / Monthly Statement
/ / Principal Notices
23
ACCEPTED AND AGREED TO BY THE CHASE MANHATTAN BANK
AUTHORIZED OFFICER
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 4/13/00
------------------------------------------------------
SIGNATURE
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------------------------
NAME/TITLE Assistant Secretary, Custody Services
24