CUSTODIAN CONTRACT
Between
BLACKROCK MQE INVESTORS
and
STATE STREET BANK AND TRUST COMPANY
CUSTODIAN CONTRACT
This Contract between BlackRock MQE Investors,
a business trust organized and existing under the laws of
Delaware, having its principal place of business at ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ hereinafter called the
"Trust", and State Street Bank and Trust Company, a
Massachusetts Trust Company, having its principal place
of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, hereinafter called the "Custodian".
WITNESSETH: That in consideration of the
mutual covenants and agreements hereinafter contained,
the parties hereto agree as follows:
1. Custodian, Sub-Custodians and Agents
1.1 Employment of Custodian and Property to be Held by
It. The Trust hereby employs the Custodian as the
custodian of its assets pursuant to the provisions
of the Trust's Declaration of Trust, dated October
30, 1996, as amended (the "Declaration of Trust").
The Trust agrees to deliver to the Custodian all
securities and cash owned by it, and all payments of
income, payments of principal or capital
distributions received by it with respect to all
securities owned by the Trust from time to time, and
the cash consideration received by it for such new
or treasury units of beneficial interest ("Units")
of the Trust or such new treasury preferred units of
beneficial interest ("Preferred Units") as may be
issued or sold from time to time. The Custodian
shall not be responsible for any property of the
Trust held or received by the Trust and not
delivered to the Custodian.
The Trust intends to become the holder of certain
debt securities and warrants issued by Annington
Finance No. 3 Limited or its affiliates (each an
"Annington Security" and collectively the "Annington
Securities"). The Trust desires to cause the
Custodian to hold in safekeeping as its agent the
Annington Securities and to receive, deposit or
disburse, as the case may be, any payments
associated therewith as may be communicated to the
Custodian in Proper Instructions pursuant to the
Custodian Contract which may include the free
delivery of cash or securities by the Custodian
without the receipt of securities or cash, as the
case may be, therefor. The Trust hereby
acknowledges and agrees that the Custodian's sole
duty with respect to the Annington Securities shall
be to (i) hold the Annington Securities and any
related documents as the Trust may deliver to the
Custodian from time to time in safekeeping and (ii)
to receive, deposit or disburse, as the case may be,
any payments in connection therewith properly
identified as related to a specific Annington
Security and, in the case of disbursements, in
accordance with a Proper Instruction. Without
limiting the generality of the foregoing, the
Custodian shall have no obligation with respect to
any Annington Security to (i) authenticate the
validity or enforceability of any Annington
Securities; or (ii) preserve any rights against
prior parties or the exercise of any right or to
perform any obligation in connection therewith.
With respect to each Annington Security to be held
by the Custodian hereunder in accordance with the
provisions hereof, the Trust shall (i) cause the
Annington Security to be delivered to the Custodian
or a foreign sub-custodian appointed pursuant to
Section 3 hereof at such address as the Custodian
may direct and (ii) cause the Custodian or such
foreign sub-custodian be named as its agent for
purposes of receipt of any payments thereunder and,
in connection therewith, the Trust shall designate
the DDA account number to which such payment shall
be posted. Custodian shall in no event be
responsible to monitor any income or other payments
that may be due and payable with respect to the
Annington Securities and shall only be responsible
to post any such payment as may be actually received
for the account of the Trust.
1.2 Employment of Sub-Custodians. Upon receipt of
"Proper Instructions" (within the meaning of Section
2.14), the Custodian shall from time to time employ
one or more sub-custodians, and such employment, and
the level of responsibility or liability such sub-
custodian has to the Custodian, shall be approved by
the Trustees and by a majority of the Investors'
Trustees (as such term is defined in the Declaration
of Trust) of the Trust; provided that in the absence
of bad faith, negligence or willful misconduct on
the part of the Custodian, the Custodian shall have
no more or less responsibility or liability to the
Trust on account of any actions or omissions of any
sub-custodian so employed than any such sub-
custodian has to the Custodian. If the Custodian's
actions or omissions relative to a sub-custodian are
in bad faith, with negligence or willful misconduct,
the employment of any sub-custodian shall not
relieve the Custodian of its responsibilities or
liabilities hereunder.
1.3 Appointment of Agents. The Custodian may at any
time or times in its discretion appoint (and may at
any time remove) any other bank or trust company
which is itself qualified under the Investment
Company Act of 1940, as amended, to act as a
custodian, as its agent to carry out such of the
provisions of Article 2 as the Custodian may from
time to time direct; provided, however, that the
appointment of any agent shall not relieve the
Custodian of its responsibilities or liabilities
hereunder.
2. Duties of the Custodian with Respect to Property of
the Trust Held By the Custodian
2.1 Holding Securities. The Custodian shall hold and
physically segregate for the account of the Trust
all non-cash property, including all securities
owned by the Trust, other than (a) securities which
are maintained pursuant to Section 2.9 in a clearing
agency which acts as a securities depository or in a
book-entry system authorized by the U.S. Department
of the Treasury and certain federal agencies,
collectively referred to herein as "Securities
System" and (b) commercial paper of an issuer for
which State Street Bank and Trust Company acts as
issuing and paying agent ("Direct Paper") which is
deposited and/or maintained in the Direct Paper
System of the Custodian pursuant to Section 2.9.
2.2 Delivery of Securities. The Custodian shall release
and deliver securities owned by the Trust held by
the Custodian or in a Securities System account of
the Custodian or in the Custodian's Direct Paper
book entry system account ("Direct Paper System
Account") only upon receipt of Proper Instructions,
which may be continuing instructions when deemed
appropriate by the parties, and only in the
following cases:
1) Upon sale of such securities for the
account of the Trust and receipt of
payment therefor;
2) Upon the receipt of payment in connection
with any repurchase agreement related to
such securities entered into by the Trust;
3) In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 2.9 hereof;
4) To the depository agent in connection with
tender or other similar offers for
portfolio securities of the Trust;
5) To the issuer thereof or its agent when
such securities are called, redeemed,
retired or otherwise become payable;
provided that, in any such case, the cash
or other consideration is to be delivered
to the Custodian;
6) To the issuer thereof, or its agent, for
transfer into the name of the Trust or
into the name of any nominee or nominees
of the Custodian or into the name or
nominee name of any agent appointed
pursuant to Section 1.3 or into the name
or nominee name of any sub-custodian
appointed pursuant to Article 1; or for
exchange for a different number of bonds,
certificates or other evidence
representing the same aggregate face
amount or number of units, provided that,
in any such case, the new securities are
to be delivered to the Custodian;
7) Upon the sale of such securities for the
account of the Trust, to the broker or its
clearing agent, against a receipt, for
examination in accordance with "street
delivery" custom; provided that in any
such case, the Custodian shall have no
responsibility or liability for any loss
arising from the delivery of such
securities prior to receiving payment for
such securities except as may arise from
the Custodian's own negligence, willful
misconduct, or lack of good faith;
8) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the
issuer of such securities, or pursuant to
provisions for conversion contained in
such securities, or pursuant to any
deposit agreement; provided that, in any
such case, the new securities and cash, if
any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or
similar securities or the surrender of
interim receipts or temporary securities
for definitive securities; provided that,
in any such case, the new securities and
cash, if any, are to be delivered to the
Custodian;
10) For delivery in connection with any loans
of securities made by the Trust, but only
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Trust, which may be in
the form of cash or obligations issued by
the United States government, its agencies
or instrumentalities, except that in
connection with any loans for which
collateral is to be credited to the
Custodian's account in the book-entry
system authorized by the U.S. Department
of the Treasury, the Custodian will not be
held liable or responsible for the
delivery of securities owned by the Trust
prior to the receipt of such collateral;
11) For delivery as security in connection
with any borrowings by the Trust requiring
a pledge of assets by the Trust, but only
against receipt of amounts borrowed;
12) For delivery in accordance with the
provisions of any agreement among the
Trust, the Custodian and a broker-dealer
registered under the Securities Exchange
Act of 1934 (the "Exchange Act") and a
member of The National Association of
Securities Dealers, Inc. ("NASD"),
relating to compliance with the rules of
The Options Clearing Corporation and of
any registered national securities
exchange, or of any similar organization
or organizations, regarding escrow or
other arrangements in connection with
transactions by the Trust;
13) For delivery in accordance with the
provisions of any agreement among the
Trust, the Custodian, and a Futures
Commission Merchant registered under the
Commodity Exchange Act, relating to
compliance with the rules of the Commodity
Futures Trading Commission and/or any
Contract Market, or any similar
organization or organizations, regarding
account deposits in connection with
transactions by the Trust; and
14) For any other proper corporate purpose,
but only upon receipt of, in addition to
Proper Instructions, a certified copy of a
resolution of the Board of Trustees or of
the Executive Committee signed by an
officer of the Trust and certified by the
Secretary or an Assistant Secretary,
specifying the securities to be delivered,
setting forth the purpose for which such
delivery is to be made, declaring such
purpose to be a proper corporate purpose,
and naming the person or persons to whom
delivery of such securities shall be made.
2.3 Registration of Securities. Securities held by the
Custodian (other than bearer securities) shall be
registered in the name of the Trust or in the name
of any nominee of the Trust or of any nominee of the
Custodian which nominee shall be assigned
exclusively to the Trust, unless the Trust has
authorized in writing the appointment of a nominee
to be used in common with other registered
investment companies having the same investment
advisor as the Trust, or in the name or nominee name
of any agent appointed pursuant to Section 1.3 or in
the name or nominee name of any sub-custodian
appointed pursuant to Article 1. All securities
accepted by the Custodian on behalf of the Trust
under the terms of this Contract shall be in "street
name" or other good delivery form. If, however, the
Trust directs the Custodian to maintain securities
in "street name", the Custodian shall utilize its
best efforts only to timely collect income due the
Trust on such securities and to notify the Trust on
a best efforts basis only of relevant corporate
actions including, without limitation, pendency of
calls, maturities, tender or exchange offers.
2.4 Bank Accounts. The Custodian shall open and
maintain a separate bank account or accounts in the
name of the Trust, subject only to draft or order by
the Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or
accounts, subject to the provisions hereof, all cash
received by it from or for the account of the Trust,
other than cash maintained by the Trust in a bank
account established and used in accordance with Rule
17f-3 under the Investment Company Act of 1940.
Funds held by the Custodian for the Trust may be
deposited by it to its credit as Custodian in the
Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion
deem necessary or desirable; provided, however, that
every such bank or trust company shall be qualified
to act as a custodian under the Investment Company
Act of 1940 and that each such bank or trust company
and the funds to be deposited with each such bank or
trust company shall be approved by vote of a
majority of the Board of Trustees of the Trust.
Such funds shall be deposited by the Custodian in
its capacity as Custodian and shall be withdrawable
by the Custodian only in that capacity.
2.5 Availability of Federal Funds. Upon mutual
agreement between the Trust and the Custodian, the
Custodian shall, upon the receipt of Proper
Instructions, make federal funds available to the
Trust as of specified times agreed upon from time to
time by the Trust and the Custodian in the amount of
checks received in payment for Units or Preferred
Units of the Trust which are deposited into the
Trust's account.
2.6 Collection of Income. Subject to the provisions of
Section 1.1 and 2.3, the Custodian shall collect on
a timely basis all income and other payments with
respect to registered securities held hereunder to
which the Trust shall be entitled either by law or
pursuant to custom in the securities business, and
shall collect on a timely basis all income and other
payments with respect to bearer securities if, on
the date of payment by the issuer, such securities
are held by the Custodian or its agent thereof and
shall credit such income, as collected, to the
Trust's custodian account. Without limiting the
generality of the foregoing, the Custodian shall
detach and present for payment all coupons and other
income items requiring presentation as and when they
become due and shall collect interest when due on
securities held hereunder. The Custodian shall
utilize its best efforts only to timely collect all
income due the Trust on securities loaned pursuant
to the provisions of Section 2.2(10).
2.7 Payment of Trust Monies. Upon receipt of Proper
Instructions, which may be continuing instructions
when deemed appropriate by the parties, the
Custodian shall pay out monies of the Trust in the
following cases only:
1) Upon the purchase of securities, options,
futures contracts or options on futures
contracts for the account of the Trust but
only (a) against the delivery of such
securities or evidence of title to such
options, futures contracts or options on
futures contracts to the Custodian (or any
bank, banking firm or trust company doing
business in the United States or abroad
which is qualified under the Investment
Company Act of 1940, as amended, to act as
a custodian and has been designated by the
Custodian as its agent for this purpose)
registered in the name of the Trust or in
the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in
proper form for transfer; (b) in the case
of a purchase effected through a
Securities System, in accordance with the
conditions set forth in Section 2.9
hereof; (c) in the case of a purchase
involving the Direct Paper System, in
accordance with the conditions set forth
in Section 2.9; (d) in the case of
repurchase agreements entered into between
the Trust and the Custodian, or another
bank, or a broker-dealer which is a member
of NASD, (i) against delivery of the
securities either in certificate form or
through an entry crediting the Custodian's
account at the Federal Reserve Bank with
such securities or (ii) against delivery
of the receipt evidencing purchase by the
Trust of securities owned by the Custodian
along with written evidence of the
agreement by the Custodian to repurchase
such securities from the Trust or (e) for
transfer to a time deposit account of the
Trust in any bank, whether domestic or
foreign, such transfer may be effected
prior to receipt of a confirmation from a
broker and/or the applicable bank pursuant
to Proper Instructions from the Trust as
defined in Section 2.14;
2) Upon making of a capital contribution to
any partnership of which the Trust is a
partner but only against written evidence
of a corresponding increase in the capital
account;
3) In connection with conversion, exchange or
surrender of securities owned by the Trust
as set forth in Section 2.2 hereof;
4) For the payment of any expense or
liability incurred by the Trust, including
but not limited to the following payments
for the account of the Trust: interest,
taxes, administrative (except to the
extent required to be paid by the Trust's
investments advisors) management,
accounting, transfer agent and legal fees,
and operating expenses of the Trust
whether or not such expenses are to be in
whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends or other
distributions declared pursuant to the
governing documents of the Trust;
6) For payment of the amount of dividends
received in respect of securities sold
short;
7) For any other proper purpose, but only
upon receipt of, in addition to Proper
Instructions, a certified copy of a
resolution of the Board of Trustees or of
the Executive Committee of the Trust
signed by an officer of the Trust and
certified by its Secretary or an Assistant
Secretary, specifying the amount of such
payment, setting forth the purpose for
which such payment is to be made,
declaring such purpose to be a proper
purpose, and naming the person or persons
to whom such payment is to be made.
2.8 Deposit of Trust Assets in Securities Systems. The
Custodian may deposit and/or maintain securities
owned by the Trust in a clearing agency registered
with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934,
which acts as a securities depository, or in the
book-entry system authorized by the U.S. Department
of the Treasury and certain federal agencies,
collectively referred to herein as "Securities
System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission
rules and regulations, if any, and subject to the
following provisions:
1) The Custodian may keep securities of the
Trust in a Securities System provided that
such securities are represented in an
account of the Custodian in the Securities
System which shall not include any assets
of the Custodian other than assets held as
a fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with respect
to securities of the Trust which are
maintained in a Securities System shall
identify by book-entry those securities
belonging to the Trust;
3) The Custodian shall pay for securities
purchased for the account of the Trust
upon (i) receipt of advice from the
Securities System that such securities
have been transferred to the Account, and
(ii) the making of an entry on the records
of the Custodian to reflect such payment
and transfer for the account of the Trust.
The Custodian shall transfer securities
sold for the account of the Trust upon (i)
receipt of advice from the Securities
System that payment for such securities
has been transferred to the Account, and
(ii) the making of an entry on the records
of the Custodian to reflect such transfer
and payment for the account of the Trust.
Copies of all advice from the Securities
System of transfers of securities for the
account of the Trust shall identify the
Trust, be maintained for the Trust by the
Custodian and be provided to the Trust at
its request. Upon request, the Custodian
shall furnish the Trust confirmation of
each transfer to or from the account of
the Trust in the form of written advice or
a notice and shall furnish to the Trust
copies of daily transaction sheets
reflecting each day's transactions in the
Securities System for the account of the
Trust;
4) The Custodian shall provide the Trust with
any report obtained by the Custodian on
the Securities System's accounting system,
internal accounting control and procedures
for safeguarding securities deposited in
the Securities System;
5) The Custodian shall have received the
initial or annual certificate, as the case
may be, required by Article 9 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be
liable to the Trust for any loss or damage
to the Trust resulting from use of the
Securities System by reason of any
negligence, misfeasance or misconduct of
the Custodian or any of its agents or of
any of its or their employees or from
failure of the Custodian or any such agent
to enforce effectively such rights as it
may have against the Securities System; at
the election of the Trust, it shall be
entitled to be subrogated to the rights of
the Custodian with respect to any claim
against the Securities System or any other
person which the Custodian may have as a
consequence of any such loss or damage if
and to the extent that the Trust has not
been made whole for any such loss or
damage.
2.9 Trust Assets Held in the Custodian's Direct Paper
System. The Custodian may deposit and/or maintain
securities owned by the Trust in the Direct Paper
System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in
the Direct Paper System will be effected
in the absence of Proper Instructions;
2) The Custodian may keep securities of the
Trust in the Direct Paper System only if
such securities are represented in an
account of the Custodian in the Direct
Paper System which shall not include any
assets of the Custodian other than assets
held as a fiduciary, custodian or
otherwise for customers;
3) The Custodian shall have received the
initial or annual certificate, as the case
may be, required by Article 9 hereof;
4) The records of the Custodian with respect
to securities of the Trust which are
maintained in the Direct Paper System
shall identify by book-entry those
securities belonging to the Trust;
5) The Custodian shall pay for securities
purchased for the account of the Trust
upon the making of an entry on the records
of the Custodian to reflect such payment
and transfer of securities to the account
of the Trust. The Custodian shall
transfer securities sold for the account
of the Trust upon the making of an entry
on the records of the Custodian to reflect
such transfer and receipt of payment for
the account of the Trust;
6) The Custodian shall furnish the Trust
confirmation of each transfer to or from
the account of the Trust, in the form of
written advice or a notice, of Direct
Paper on the next business day following
such transfer and shall furnish to the
Trust copies of daily transaction sheets
reflecting each day's transaction in the
Securities System for the account of the
Trust;
7) The Custodian shall provide the Trust with
any report on its system of internal
accounting control as the Trust may
reasonably request from time to time.
2.10 Segregated Account. The Custodian shall upon
receipt of Proper Instructions establish and
maintain a segregated account or accounts for and on
behalf of the Trust, into which account or accounts
may be transferred cash and/or securities, including
securities maintained in an account by the Custodian
pursuant to Section 2.8 hereof, (i) in accordance
with the provisions of any agreement among the
Trust, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or
any futures commission merchant registered under the
Commodity Exchange Act), relating to compliance with
the rules of The Options Clearing Corporation and of
any registered national securities exchange (or the
Commodity Futures Trading Commission or any
registered contract market), or of any similar
organization or organizations, regarding escrow or
other arrangements in connection with transactions
by the Trust, (ii) for purposes of segregating cash
or government securities in connection with options
purchased, sold or written by the Trust or commodity
futures contracts or options thereon purchased or
sold by the Trust, (iii) for the purposes of
compliance by the Trust with the procedures required
by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of
segregated accounts by registered investment
companies and (iv) for other proper corporate
purposes, but only, in the case of clause (iv), upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of
Trustees or of the Executive Committee signed by an
officer of the Trust and certified by the Secretary
or an Assistant Secretary, setting forth the purpose
or purposes of such segregated account and declaring
such purposes to be proper corporate purposes.
2.11 Ownership Certificates for Tax Purposes. The
Custodian shall execute ownership and other
certificates and affidavits for all federal and
state tax purposes in connection with receipt of
income or other payments with respect to securities
of the Trust held by it and in connection with
transfers of securities.
2.12 Proxies. The Custodian shall, with respect to the
securities held hereunder, cause to be promptly
executed by the registered holder of such
securities, if the securities are registered
otherwise than in the name of the Trust or a nominee
of the Trust, all proxies, without indication of the
manner in which such proxies are to be voted, and
shall promptly deliver to the Trust such proxies,
all proxy soliciting materials and all notices
relating to such securities.
2.13 Communications Relating to Trust Portfolio
Securities. Subject to the provisions of Section
2.3, the Custodian shall transmit promptly to the
Trust all written information (including, without
limitation, pendency of calls and maturities of
securities and expirations of rights in connection
therewith and notices of exercise of call and put
options written by the Trust and the maturity of
futures contracts purchased or sold by the Trust)
received by the Custodian from issuers of the
securities being held for the Trust. With respect
to tender or exchange offers, the Custodian shall
transmit promptly to the Trust all written
information received by the Custodian from issuers
of the securities whose tender or exchange is sought
and from the party (or his agents) making the tender
or exchange offer. If the Trust desires to take
action with respect to any tender offer, exchange
offer or any other similar transaction, the Trust
shall notify the Custodian at least three business
days (or such shorter period as the Custodian may
agree) prior to the date on which the Custodian is
to take such action.
2.14 Proper Instructions. Proper Instructions as used
throughout this Article 2 means a writing signed or
initialed by one or more person or persons as the
Board of Trustees shall have from time to time
authorized. Each such writing shall set forth the
specific transaction or type of transaction
involved, including a specific statement of the
purpose for which such action is requested. Oral
instructions will be considered Proper Instructions
if the Custodian reasonably believes them to have
been given by a person authorized to give such
instructions with respect to the transaction
involved. The Trust shall cause all oral
instructions to be confirmed in writing. Upon
receipt of a certificate of the Secretary or an
Assistant Secretary as to the authorization by the
Board of Trustees of the Trust accompanied by a
detailed description of procedures approved by the
Board of Trustees. Proper Instructions may include
communications effected directly between
electromechanical or electronic devices provided
that the Board of Trustees and the Custodian are
satisfied that such procedures afford adequate
safeguards for the Trust's assets. For purposes of
this Section, Proper Instructions shall include
instructions received by the Custodian pursuant to
any three-party agreement which requires a
segregated asset account in accordance with Section
2.10.
2.15 Actions Permitted without Express Authority. The
Custodian may in its discretion, without express
authority from the Trust:
1) make payments to itself or others for
minor out of pocket expenses of handling
securities or other similar items relating
to its duties under this Contract,
provided that all such payments shall be
accounted for to the Trust;
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the
Trust, checks, drafts and other negotiable
instruments; and
4) in general, attend to all non-
discretionary details in connection with
the sale, exchange, substitution,
purchase, transfer and other dealings with
the securities and property of the Trust
except as otherwise directed by the Board
of Trustees of the Trust.
2.16 Evidence of Authority. The Custodian shall be
protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or
paper reasonably believed by it to be genuine and to
have been properly executed by or on behalf of the
Trust. The Custodian may receive and accept a
certified copy of a vote of the Board of Trustees of
the Trust as conclusive evidence (a) of the
authority of any person to act in accordance with
such vote or (b) of any determination or of any
action by the Board of Trustees pursuant to the
Declaration of Trust as described in such vote, and
such vote may be considered as in full force and
effect until receipt by the Custodian of written
notice to the contrary.
2.17 Advances. The Custodian shall have no obligation to
advance any funds on behalf of the Trust for any
purpose nor to permit any bank account maintained by
the Trust to become overdrawn.
3. Duties of the Custodian with Respect to Property of
the Trust Held Outside of the United States
3.1 Appointment of Foreign Sub-Custodians. The Trust
hereby authorizes and instructs the Custodian to
employ as sub-custodians for the Trust's securities
and other assets maintained outside the United
States the foreign banking institutions and foreign
securities depositories designated on Schedule A
hereto ("foreign sub-custodians"). Upon receipt of
"Proper Instructions", as defined in Section 5 of
this Contract, together with a certified resolution
of the Trust's Board of Trustees, the Custodian and
the Trust may agree to amend Schedule A hereto from
time to time to designate additional foreign banking
institutions and foreign securities depositories to
act as sub-custodian. Upon receipt of Proper
Instructions, the Trust may instruct the Custodian
to cease the employment of any one or more such sub-
custodians for maintaining custody of the Trust's
assets.
3.2 Assets to be Held. The Custodian shall limit the
securities and other assets maintained in the
custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1)
of Rule 17f-5 under the Investment Company Act of
1940, and (b) cash and cash equivalents in such
amounts as the Custodian or the Trust may determine
to be reasonably necessary to effect the Trust's
foreign securities transactions. The Custodian
shall identify on its books as belonging to the
Trust, the foreign securities of the Trust held by
each foreign sub-custodian.
3.3 Foreign Securities Depositories. Except as may
otherwise be agreed upon in writing by the Custodian
and the Trust, assets of the Trusts shall be
maintained in foreign securities depositories only
through arrangements implemented by the foreign
banking institutions serving as sub-custodians
pursuant to the terms hereof. Where possible, such
arrangements shall include entry into agreements
containing the provisions set forth in Section 3.5
hereof.
3.4 Holding Securities. The Custodian may hold
securities and other non-cash property for all of
its customers, including the Trust, with a foreign
sub-custodian in a single account that is identified
as belonging to the Custodian for the benefit of its
customers, provided, however, that (i) the records
of the Custodian with respect to securities and
other non-cash property of the Trust which are
maintained in such account shall identify by book-
entry those securities and other non-cash property
belonging to the Trust and (ii) the Custodian shall
require that securities and other non-cash property
so held by the foreign sub-custodian be held
separately from any assets of the Foreign Sub-
custodian or of others.
3.5 Agreements with Foreign Banking Institutions. Each
agreement with a foreign banking institution shall
be substantially in the form set forth in Exhibit 1
hereto and shall provide that: (a) the Trust's
assets will not be subject to any right, charge,
security interest, lien or claim of any kind in
favor of the foreign banking institution or its
creditors or agent, except a claim of payment for
their safe custody or administration; (b) beneficial
ownership of the Trust's assets will be freely
transferable without the payment of money or value
other than for custody or administration; (c)
adequate records will be maintained identifying the
assets as belonging to the Trust; (d) officers of or
auditors employed by, or other representatives of
the Custodian, including to the extent permitted
under applicable law the independent public
accountants for the Trust, will be given access to
the books and records of the foreign banking
institution relating to its actions under its
agreement with the Custodian; and (e) assets of the
Trust held by the foreign sub-custodian will be
subject only to the instructions of the Custodian or
its agents.
3.6 Access of Independent Accountants of the Trust.
Upon request of the Trust, the Custodian will use
its best efforts to arrange for the independent
accountants of the Trust to be afforded access to
the books and records of any foreign banking
institution employed as a foreign sub-custodian
insofar as such books and records relate to the
performance of such foreign banking institution
under its agreement with the Custodian.
3.7 Reports by Custodian. The Custodian will supply to
the Trust from time to time, as mutually agreed
upon, statements in respect of the securities and
other assets of the Trust held by foreign sub-
custodians, including but not limited to an
identification of entities having possession of the
Trust's securities and other assets and advices or
notifications of any transfers of securities to or
from each custodial account maintained by a foreign
banking institution for the Custodian on behalf of
the Trust indicating, as to securities acquired for
the Trust, the identity of the entity having
physical possession of such securities.
3.8 Transactions in Foreign Custody Account. (a) Except
as otherwise provided in paragraph (b) of this
Section 3.8, the provision of Sections 2.2 and 2.7
of this Contract shall apply, mutatis mutandis to
the foreign securities of the Trust held outside the
United States by foreign sub-custodians.
(b) Notwithstanding any provision of this Contract
to the contrary, settlement and payment for
securities received for the account of the Trust and
delivery of securities maintained for the account of
the Trust may be effected in accordance with the
customary established securities trading or
securities processing practices and procedures in
the jurisdiction or market in which the transaction
occurs, including, without limitation, delivering
securities to the purchaser thereof or to a dealer
therefor (or an agent for such purchaser or dealer)
against a receipt with the expectation of receiving
later payment for such securities from such
purchaser or dealer.
(c) Securities maintained in the custody of a
foreign sub-custodian may be maintained in the name
of such entity's nominee to the same extent as set
forth in Section 2.3 of this Contract, and the Trust
agrees to hold any such nominee harmless from any
liability as a holder of record of such securities.
3.9 Liability of Foreign Sub-Custodians. Each agreement
pursuant to which the Custodian employs a foreign
banking institution as a foreign sub-custodian shall
require the institution to exercise reasonable care
in the performance of its duties and to indemnify
and hold harmless, the Custodian and the Trust from
and against any loss, damage, cost, expense,
liability or claim arising out of or in connection
with the institution's performance of such
obligations. At the election of the Trust, it shall
be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a
foreign banking institution as a consequence of any
such loss, damage, cost, expense, liability or claim
if and to the extent that the Trust has not been
made whole for any such loss, damage, cost, expense,
liability or claim.
3.10 Liability of Custodian. The Custodian shall be
liable for the acts or omissions of a foreign
banking institution to the same extent as set forth
with respect to sub-custodians generally in this
Contract and, regardless of whether assets are
maintained in the custody of a foreign banking
institution, a foreign securities depository or a
branch of a U.S. bank as contemplated by paragraph
3.13 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim
resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism
or any loss where the sub-custodian has otherwise
exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph 3.10, in
delegating custody duties to State Street London
Ltd., the Custodian shall not be relieved of any
responsibility to the Trust for any loss due to such
delegation, except such loss as may result from (a)
political risk (including, but not limited to,
exchange control restrictions, confiscation,
expropriation, nationalization, insurrection, civil
strife or armed hostilities) or (b) other losses
(excluding a bankruptcy or insolvency of State
Street London Ltd. not caused by political risk) due
to Acts of God, nuclear incident or other losses
under circumstances where the Custodian and State
Street London Ltd. have exercised reasonable care.
3.11 Reimbursement for Advances. If the Custodian
advances cash or securities for any purpose on
behalf of the Trust including the purchase or sale
of foreign exchange or of contracts for foreign
exchange, or in the event that the Custodian or its
nominee shall incur or be assessed any taxes,
charges, expenses, assessments, claims or
liabilities in connection with the performance of
this Contract, except such as may arise from its or
its nominee's own negligent action, negligent
failure to act or willful misconduct, any property
at any time held for the account of the Trust shall
be security therefor and should the Trust fail to
repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of
such Trusts assets to the extent necessary to obtain
reimbursement.
3.12 Monitoring Responsibilities. The Custodian shall
furnish annually to the Trust, during the month of
June, information concerning the foreign sub-
custodians employed by the Custodian. Such
information shall be similar in kind and scope to
that furnished to the Trust in connection with the
initial approval of this Contract. In addition, the
Custodian will promptly inform the Trust in the
event that the Custodian learns of a material
adverse change in the financial condition of a
foreign sub-custodian or any material loss of the
assets of the Trust or in the case of any foreign
sub-custodian not the subject of an exemptive order
from the Securities and Exchange Commission is
notified by such foreign sub-custodian that there
appears to be a substantial likelihood that its
unitholders' equity will decline below $200 million
(U.S. dollars or the equivalent thereof) or that its
unitholders' equity has declined below $200 million
(in each case computed in accordance with generally
accepted U.S. accounting principles).
3.13 Branches of U.S. Banks. (a) Except as otherwise
set forth in this Contract, the provisions hereof
shall not apply where the custody of the Trusts
assets are maintained in a foreign branch of a
banking institution which is a "bank" as defined by
Section 2(a)(5) of the Investment Company Act of
1940 meeting the qualification set forth in Section
26(a) of said Act. The appointment of any such
branch as a sub-custodian shall be governed by
paragraph 1 of this Contract.
(b) Cash held for the Trust in the United Kingdom
shall be maintained in an interest bearing account
established for the Trust with the Custodian's
London branch, which account shall be subject to the
direction of the Custodian, State Street London Ltd.
or both.
3.14 Tax Law. The Custodian shall have no responsibility
or liability for any obligations now or hereafter
imposed on the Trust or the Custodian as custodian
of the Trust by the tax law of the United States of
America or any state or political subdivision
thereof. It shall be the responsibility of the
Trust to notify the Custodian of the obligations
imposed on the Trust or the Custodian as custodian
of the Trust by the tax law of jurisdictions other
than those mentioned in the above sentence,
including responsibility for withholding and other
taxes, assessments or other governmental charges,
certifications and governmental reporting. The sole
responsibility of the Custodian with regard to such
tax law shall be to use reasonable efforts to assist
the Trust with respect to any claim for exemption or
refund under the tax law of jurisdictions for which
the Trust has provided such information.
4. Duties of Custodian with Respect to the Books of
Account
The Custodian shall keep the books of account of the
Trust. The parties acknowledge that it is the
responsibility of the Trust to ascertain the value of the
Annington Securities and the proper financial and tax
accounting therefor and to communicate such information
in a timely manner to the Custodian. The Custodian shall
be entitled to rely on such information without
undertaking any independent verification thereof. If
requested by the Trust, the Custodian will calculate the
net asset value of the Units and Preferred Units of the
Trust at such times as the Trust and the Custodian may
agree. The Custodian shall be entitled to rely on
information furnished by the Trust as to the value of the
Annington Securities in making any such calculations
without undertaking any independent verification thereof.
5. Records
The Custodian shall create and maintain all records
relating to its activities and obligations under this
Contract in such manner as will meet the obligations of
the Trust under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-
1 and 31a-2 thereunder. All such records shall be the
property of the Trust and shall at all times during the
regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or
agents of the Trust and employees and agents of the
Securities and Exchange Commission. The Custodian shall,
at the Trust's request, supply the Trust with a
tabulation of securities owned by the Trust and held by
the Custodian and shall when requested to do so by the
Trust and for such compensation as shall be agreed upon
between the Trust and the Custodian, include certificate
numbers in such tabulations.
6. Opinion of Trust's Independent Accountant
The Custodian shall take all reasonable action, as
the Trust may from time to time request, to obtain from
year to year favorable opinions from the Trust's
independent accountants with respect to its activities
hereunder in connection with the preparation of the
Trust's Form N-2, and Form N-SAR or other annual reports
to the Securities and Exchange Commission and with
respect to any other requirements of such Commission.
7. Reports to Trust by Independent Public Accountants
The Custodian shall provide the Trust, at such times
as the Trust may reasonably require, with reports by
independent public accountants on the accounting system,
internal accounting control and procedures for
safeguarding securities, futures contracts and options on
futures contracts., including securities deposited and/or
maintained in a Securities System, relating to the
services provided by the Custodian under this Contract;
such reports, shall be of sufficient scope and in
sufficient detail, as may reasonably be required by the
Trust to provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and,
if there are no such inadequacies, the reports shall so
state.
8. Compensation of Custodian
The Custodian shall be entitled to reasonable
compensation for its services and expenses as Custodian,
as agreed upon from time to time between the Trust and
the Custodian. The Custodian shall provide monthly to
the Trust a calculation of the fees payable to the
Custodian.
9. Responsibility of Custodian
So long as and to the extent that it is in the
exercise of good faith and reasonable care, the Custodian
shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this
Contract and shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed
by the proper party or parties, including any futures
commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian
shall be held to the exercise of good faith and non-
negligence in carrying out the provisions of this
Contract.
The Custodian shall be entitled to receive, and act
upon, advice of counsel (which counsel shall be selected
by the Custodian with reasonable care based on such
counsel's professional competence and reputation or shall
be counsel for the Trust) and shall be without liability
for any action reasonable taken pursuant to such advice
in good faith and without negligence.
The Custodian shall be indemnified and held harmless
by the Trust for any action taken by it in carrying out
terms and provisions of this Contract if done in good
faith and without negligence or willful misconduct on the
Custodian's part; provided that: (i) the Custodian shall
not be entitled to indemnification in those situations
where the Custodian is liable to the Trust pursuant to
Section 2.9(6) hereof, (ii) the Custodian will use all
reasonable care to identify and notify the Trust promptly
concerning any situation which presents, or appears
likely to present, the probability of such a claim for
indemnification against the Trust, and (iii) in any case
in which the Trust may be asked to so indemnify and hold
harmless the Custodian, the Trust shall have been fully
and promptly advised of all pertinent facts concerning
the situation in question. The Trust, using counsel of
its choice, shall have the option to defend the Custodian
against any claim which may be a subject of this
indemnification and shall be given timely notice by the
Custodian to permit it to exercise that option as early
as possible with respect to such claim. In the event the
Trust so elects to defend the Custodian, the Trust will
notify the Custodian, and thereupon the Trust shall take
over complete defense of the claim, and after it does so,
the Custodian shall incur no further legal or other
expenses for which it shall be entitled to
indemnification from the Trust. The Custodian shall in
no case confess any claim or make any compromise in any
case in which the Trust will be asked to indemnify the
Custodian, except with the Trust's prior written consent.
If the Custodian, its affiliates, subsidiaries or
agents, advances cash or securities for any purpose on
behalf of the Trust (including but not limited to
securities settlements and settlement of foreign exchange
contracts) or in the event that the Custodian or its
nominee shall incur or be assessed any taxes, charges,
expenses or assessments in connection with the
performance of this Contract, except such as may arise
from its or its nominee's own negligent action, negligent
failure to act, willful misconduct or lack of good faith,
any property at any time held for the account of the
Trust shall be security therefor and should the Trust
fail to repay the Custodian promptly, the Custodian shall
be entitled to utilize available cash and to dispose of
the Trust assets to the extent necessary to obtain
reimbursement.
10. Effective Period, Termination and Amendment
This Contract shall become effective as of its
execution, shall continue in full force and effect until
terminated as hereinafter provided, may be amended at any
time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing
delivered or mailed, postage prepaid to the other party,
such termination to take effect not sooner than ninety
(90) days after the date of such delivery or mailing;
provided, however, that the Custodian shall not act under
Section 2.8 hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant
Secretary that the Board of Trustees of the Trust has
approved the initial use of a particular Securities
System and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of
Trustees has reviewed the use by the Trust of such
Securities System, as required in each case by Rule 17f-4
under the Investment Company Act of 1940, as amended and
that the Custodian shall not act under Section 2.9 hereof
in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board of
Trustees has approved the initial use of the Direct Paper
System and the receipt of an annual certificate of the
Secretary or an Assistant Secretary that the Board of
Trustees has reviewed the use by the Trust of the Direct
Paper System; provided further, however, that the Trust
shall not amend or terminate this Contract in
contravention of any applicable federal or state
regulations, or any provision of the Declaration of
Trust, and further provided, that the Trust may at any
time by action of its Board of Trustees (i) substitute
another bank or trust company for the Custodian by giving
notice as described above to the Custodian, or (ii)
immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the
Custodian or upon the happening of a like event at the
direction of an appropriate regulatory agency or court of
competent jurisdiction.
Upon termination of the Contract, the Trust shall
pay to the Custodian such compensation as may be due as
of the date of such termination and shall likewise
reimburse the Custodian for its reasonable out of pocket,
costs, expenses and disbursements.
11. Successor Custodian
If a successor custodian shall be appointed by the
Board of Trustees of the Trust, the Custodian shall, upon
termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form
for transfer, all securities then held by it hereunder
and shall transfer to an account of the successor
custodian all of the Trust's securities held in a
Securities System or Direct Paper System.
If no such successor custodian shall be appointed,
the Custodian shall, in like manner, upon receipt of a
certified copy of a vote of the Board of Trustees of the
Trust, deliver at the office of the Custodian and
transfer such securities, funds and other properties in
accordance with such vote.
In the event that no written order designating a
successor custodian or certified copy of a vote of the
Board of Trustees shall have been delivered to the
Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the
right to deliver to a bank or trust company, which is a
"bank" as defined in the Investment Company Act of 1940,
doing business in Boston, Massachusetts or New York, New
York, of its own selection, having an aggregate capital,
surplus, and undivided profits, as shown by its last
published report, of not less than $250.000,000, all
securities, funds and other properties held by the
Custodian and all instruments held by the Custodian
relative thereto and all other property held by it under
this Contract and to transfer to an account of such
successor custodian all of the Trust's securities held in
any Securities System or Direct Paper System. Upon
agreeing to be bound by the terms of this contract such
bank or trust company shall be the successor of the
Custodian under this Contract.
In the event that securities, funds and other
properties remain in the possession of the Custodian
after the date of termination hereof owing to failure of
the Trust to procure the certified copy of the vote
referred to or of the Board of Trustees to appoint a
successor custodian, the Custodian shall be entitled to
fair compensation for its services during such period as
the Custodian retains possession of such securities,
funds and other properties and the provisions of this
Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
12. Interpretive and Additional Provisions
In connection with the operation of this Contract,
the Custodian and the Trust may from time to time agree
on such provisions interpretive of or in addition to the
provisions of this Contract as may in their joint opinion
be consistent with the general tenor of this Contract.
Any such interpretive or additional provisions shall be
in a writing signed by both parties and shall be annexed
hereto, provided that no such interpretive or additional
provisions shall contravene any applicable federal or
state regulations or any provision of the Declaration of
Trust of the Trust. No interpretive or additional
provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
13. Massachusetts Law to Apply
This Contract shall be construed and the provisions
thereof interpreted under and in accordance with laws of
The Commonwealth of Massachusetts.
14. Prior Contracts
This Contract supersedes and terminates, as of the
date hereof, all prior contracts between the Trust and
the Custodian relating to the custody of the Trust's
assets.
15. Unitholder Communications
Securities and Exchange Commission Rule 14b-2
requires banks which hold securities for the account of
customers to respond to requests by issuers of securities
for the names, addresses and holdings of beneficial
owners of securities of that issuer held by the bank
unless the beneficial owner has expressly objected to
disclosure of this information. In order to comply with
the rule, we need you to indicate whether you authorize
us to provide your name, address, and share position to
requesting companies whose stock you own. If you tell us
"no", we will not provide this information to requesting
companies. If you tell us "yes" or do not check either
"yes" or "no" below, we are required by the rule to treat
you as consenting to disclosure of this information for
all securities owned by you or any funds or accounts
established by you. For your protection, the Rule
prohibits the requesting company from using your name and
address for any purpose other than corporate
communications. Please indicate below whether you
consent or object by checking one of the alternatives
below.
YES [ ] You are authorized to release our name,
address, and share positions.
NO [X] You are not authorized to release our
name, address, and share positions.
16. Disclaimer of Liability
Notwithstanding anything to the contrary contained
in this Agreement, the parties hereto acknowledge and
agree that, as provided in Section 4.4 of the Declaration
of Trust, this Agreement is executed by the Trustees
and/or officers of the Trust, not individually but as
such Trustees and/or officers of the Trust, and the
obligations hereunder are not binding upon any of the
Trustees or Unitholders individually but bind only the
estate of the Trust.
IN WITNESS WHEREOF, each of the parties has caused
this instrument to be executed in its name and behalf by
its duly authorized representative and its seal to be
hereunder affixed as of the 1st day of November, 1996.
ATTEST BLACKROCK MQE INVESTORS
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Operating Officer
ATTEST STATE STREET BANK AND TRUST
COMPANY
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
Schedule A
The following foreign banking institutions and foreign
securities depositories have been approved by the Board of
Trustees of Blackrock MQE Investors for use as sub-
custodians for the Trust's securities and other assets:
(Insert banks and securities depositories)
Certified:
Trust's Authorized Officer
Date:
TABLE OF CONTENTS
Page
1. Custodian, Sub-Custodians and Agents . . . . . . . 1
1.1 Employment of Custodian and Property to be
Held by It . . . . . . . . . . . . . . . . . 1
1.2 Employment of Sub-Custodians . . . . . . . . 2
1.3 Appointment of Agents . . . . . . . . . . . . 3
2. Duties of the Custodian with Respect to Property
of the Trust Held By the Custodian . . . . . . . . 3
2.1 Holding Securities . . . . . . . . . . . . . 3
2.2 Delivery of Securities . . . . . . . . . . . 3
2.3 Registration of Securities . . . . . . . . . 6
2.4 Bank Accounts . . . . . . . . . . . . . . . . 7
2.5 Availability of Federal Funds . . . . . . . . 7
2.6 Collection of Income . . . . . . . . . . . . 8
2.7 Payment of Trust Monies . . . . . . . . . . . 8
2.8 Deposit of Trust Assets in Securities
Systems . . . . . . . . . . . . . . . . . . . 10
2.9 Trust Assets Held in the Custodian's Direct
Paper System . . . . . . . . . . . . . . . . 12
2.10 Segregated Account . . . . . . . . . . . . . 13
2.11 Ownership Certificates for Tax Purposes . . . 14
2.12 Proxies . . . . . . . . . . . . . . . . . . . 14
2.13 Communications Relating to Trust Portfolio
Securities . . . . . . . . . . . . . . . . . 15
2.14 Proper Instructions . . . . . . . . . . . . . 15
2.15 Actions Permitted without Express Authority . 16
2.16 Evidence of Authority . . . . . . . . . . . . 16
2.17 Advances . . . . . . . . . . . . . . . . . . 17
3. Duties of the Custodian with Respect to Property
of the Trust Held Outside of the United States . . 17
3.1 Appointment of Foreign Sub-Custodians . . . . 17
3.2 Assets to be Held . . . . . . . . . . . . . . 17
3.3 Foreign Securities Depositories . . . . . . . 17
3.4 Holding Securities . . . . . . . . . . . . . 18
3.5 Agreements with Foreign Banking Institutions 18
3.6 Access of Independent Accountants of the
Trust . . . . . . . . . . . . . . . . . . . . 18
3.7 Reports by Custodian . . . . . . . . . . . . 19
3.8 Transactions in Foreign Custody Account . . . 19
3.9 Liability of Foreign Sub-Custodians . . . . . 20
3.10 Liability of Custodian . . . . . . . . . . . 20
3.11 Reimbursement for Advances . . . . . . . . . 21
3.12 Monitoring Responsibilities . . . . . . . . . 21
3.13 Branches of U.S. Banks . . . . . . . . . . . 21
3.14 Tax Law . . . . . . . . . . . . . . . . . . . 22
4. Duties of Custodian with Respect to the Books of
Account . . . . . . . . . . . . . . . . . . . . . 22
5. Records . . . . . . . . . . . . . . . . . . . . . 23
6. Opinion of Trust's Independent Accountant . . . . 23
7. Reports to Trust by Independent Public
Accountants . . . . . . . . . . . . . . . . . . . 23
8. Compensation of Custodian . . . . . . . . . . . . 24
9. Responsibility of Custodian . . . . . . . . . . . 24
10. Effective Period, Termination and Amendment . . . 25
11. Successor Custodian . . . . . . . . . . . . . . . 26
12. Interpretive and Additional Provisions . . . . . . 27
13. Massachusetts Law to Apply . . . . . . . . . . . . 28
14. Prior Contracts . . . . . . . . . . . . . . . . . 28
15. Unitholder Communications . . . . . . . . . . . . 28
16. Disclaimer of Liability . . . . . . . . . . . . . 29