Common use of Corporate Actions; Proxy Voting Clause in Contracts

Corporate Actions; Proxy Voting. Bank will notify Customer or its designee of rights or discretionary corporate actions as promptly as practicable under the circumstances, provided that Bank has actually received, in its capacity as custodian, notice of such right or discretionary corporate action from the relevant issuer, or from a Subcustodian, Securities Depository or third party vendor. Without actual receipt of such notice by Bank, Bank will have no responsibility or liability for failing to so notify Customer. Whenever there are voluntary rights that may be exercised or alternate courses of action that may be taken with respect to Securities in an Account, Customer or its designee will be responsible for making any decisions relating thereto and for instructing Bank to act. In order for Bank to act, Customer must issue Instructions using, or directly referencing, the Bank-issued corporate actions instruction form, and include all the required information fields therein. Such Instructions must be addressed as Bank may request, by the deadline specified by Bank in its sole discretion from time to time, together with any amount which is required to be paid in carrying out any such action. In the event Bank does not receive such Instructions together with any required amount prior to its specified deadlines, Bank will not be liable for failure to take any action relating to, or to exercise any rights conferred by, such Securities. Bank will advise Customer or its designee upon its notification, in its capacity as custodian, of a partial redemption, partial payment or other action with respect to a Security affecting fewer than all such Securities held within an Account. If Bank or any Subcustodian or Securities Depository holds any Securities affected by one of the events described, Bank or such Subcustodian or Securities Depository may select the Securities to participate in such partial redemption, partial payment or other action in any non-discriminatory manner that it customarily uses to make such selection.