TELEPHONE CONFIRMATION. FUND -------------------------------------------------------------------------- INVESTMENT ADVISER ----------------------------------------------------------- AUTHORIZED INITIATORS Please Type or Print Please provide a listing of Fund officers or other individuals who are currently authorized to INITIATE wire transfer instructions to State Street: NAME TITLE (Specify whether SPECIMEN SIGNATURE position is with Fund or Investment Adviser) --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- AUTHORIZED VERIFIERS Please Type or Print Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions: NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- REMOTE ACCESS SERVICES ADDENDUM TO THE CUSTODIAN AGREEMENT BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services ADDENDUM to that certain Custodian Agreement dated as of December 18, 2006 (the "Custodian Agreement") between each of the Investment Companies listed on Appendix A attached thereto (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). The Services State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~Sight(SM) as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. Security Procedures The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Appears in 1 contract

Samples: Custodian Agreement (MFS Series Trust I)

TELEPHONE CONFIRMATION. FUND ~~--------------------------------------------------------------------------~~ BlackRock Core Bond Trust --------------------------------------------------------------------------- INVESTMENT ~~ADVISER -----------------------------------------------------------~~ ADVISOR BLACKROCK ADVISORS, INC. -------------------------------------------------------------- SUB-ADVISOR BLACKROCK FINANCIAL MANAGEMENT, INC. ------------------------------------------------------------------- AUTHORIZED INITIATORS Please Type or Print ~~Please provide a listing of Fund officers or other individuals who are currently authorized to~~ PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE CURRENTLY AUTHORIZED TO INITIATE ~~wire transfer instructions to State Street~~WIRE TRANSFER INSTRUCTIONS TO STATE STREET: NAME TITLE (Specify whether SPECIMEN SIGNATURE position is with Fund or Investment Adviser) --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- ------------------------- --------------------------- ------------------------ ------------------------- --------------------------- ------------------------ ------------------------- --------------------------- ------------------------ ------------------------- --------------------------- ------------------------ ------------------------- --------------------------- ------------------------ AUTHORIZED VERIFIERS Please Type or Print ~~Please provide a listing of Fund officers or other individuals who will be~~ PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO WILL BE CALLED BACK ~~to verify the initiation of repetitive wires of~~ TO VERIFY THE INITIATION OF REPETITIVE WIRES OF $10 ~~million or more and all non~~MILLION OR MORE AND ALL NON-~~repetitive wire instructions~~REPETITIVE WIRE INSTRUCTIONS: NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) ~~--------------------- ------------------------~~ ------------------------- ~~--------------------- ------------------------~~ ------------------------- ~~--------------------- ------------------------~~ -------------------------- ------------------------- ~~--------------------- ------------------------~~ ------------------------- -------------------------- ------------------------- ------------------------- -------------------------- ------------------------- ------------------------- -------------------------- ------------------------- ------------------------- -------------------------- ------------------------- ------------------------- -------------------------- REMOTE ACCESS SERVICES ADDENDUM TO ~~THE~~ CUSTODIAN AGREEMENT ~~BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services~~ ADDENDUM to that certain Custodian ~~Agreement~~ Contract dated as of ~~December 18~~November , ~~2006~~ 2001 (the "Custodian Agreement") between ~~each of the Investment Companies listed on Appendix A attached thereto~~ BlackRock Core Bond Trust (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). ~~The Services~~ THE SERVICES State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~~~Sight(SM)~~ SightSM as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. ~~Security Procedures~~ SECURITY PROCEDURES The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street. FEES Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. PROPRIETARY INFORMATION/INJUNCTIVE RELIEF The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer. The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. LIMITED WARRANTIES State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. INFRINGEMENT State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Appears in 1 contract

Samples: Custodian Contract (Blackrock Core Bond Trust)

TELEPHONE CONFIRMATION. FUND ~~--------------------------------------------------------------------------~~ BLACKROCK STRATEGIC BOND TRUST ------------------------------------------------------ INVESTMENT ~~ADVISER -----------------------------------------------------------~~ ADVISOR BLACKROCK ADVISORS, INC. ----------------------------------------- SUB-ADVISOR BLACKROCK FINANCIAL MANAGEMENT, INC. ------------------------------------ AUTHORIZED INITIATORS Please Type or Print ~~Please provide a listing of Fund officers or other individuals who are currently authorized to~~ PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE CURRENTLY AUTHORIZED TO INITIATE ~~wire transfer instructions to State Street~~WIRE TRANSFER INSTRUCTIONS TO STATE STREET: NAME TITLE (Specify whether position SPECIMEN SIGNATURE ~~position~~ is with Fund or Investment Adviser) --------------------- ~~-------------------------- -----------------------~~ ------------------------------- -------------------- --------------------- ~~-------------------------- -----------------------~~ ------------------------------- -------------------- --------------------- ~~-------------------------- -----------------------~~ ------------------------------- -------------------- --------------------- ~~-------------------------- -----------------------~~ ------------------------------- -------------------- --------------------- ~~-------------------------- -----------------------~~ ------------------------------- -------------------- AUTHORIZED VERIFIERS Please Type or Print ~~Please provide a listing of Fund officers or other individuals who will be~~ PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO WILL BE CALLED BACK ~~to verify the initiation of repetitive wires of~~ TO VERIFY THE INITIATION OF REPETITIVE WIRES OF $10 ~~million or more and all non~~MILLION OR MORE AND ALL NON-~~repetitive wire instructions~~REPETITIVE WIRE INSTRUCTIONS: NAME ~~CALLBACK~~ CALL BACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) --------------------- ~~------------------------ -------------------------~~ --------------------------- -------------------------- --------------------- ~~------------------------ -------------------------~~ --------------------------- -------------------------- --------------------- ~~------------------------ -------------------------~~ --------------------------- -------------------------- --------------------- ~~------------------------ -------------------------~~ --------------------------- -------------------------- --------------------- --------------------------- -------------------------- REMOTE ACCESS SERVICES ADDENDUM TO ~~THE~~ CUSTODIAN AGREEMENT ~~BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services~~ ADDENDUM to that certain Custodian ~~Agreement~~ Contract dated as of ~~December 18~~February __, ~~2006~~ 2002 (the "Custodian Agreement") between ~~each of the Investment Companies listed on Appendix A attached thereto~~ BlackRock Strategic Bond Trust (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). ~~The Services~~ THE SERVICES State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~Sight(SM) as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. ~~Security Procedures~~ SECURITY PROCEDURES The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street. FEES Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. PROPRIETARY INFORMATION/INJUNCTIVE RELIEF The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer. The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. LIMITED WARRANTIES State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. INFRINGEMENT State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Appears in 1 contract

Samples: Custodian Contract (Blackrock Strategic Bond Trust)

TELEPHONE CONFIRMATION. ~~FUND -------------------------------------------------------------------------- INVESTMENT ADVISER~~ Fund BlackRock Municipal 2018 Term Trust ------------------------------------------------------------------------ Investment Advisor BlackRock Advisors, Inc. ----------------------------------------------------------- ~~AUTHORIZED INITIATORS~~ Sub-Advisor BlackRock Financial Management, Inc. ------------------------------------ Authorized Initiators Please Type or Print Please provide a listing of Fund officers or other individuals who are currently authorized to ~~INITIATE~~ initiate wire transfer instructions to State Street: NAME TITLE (Specify whether position SPECIMEN SIGNATURE ~~position~~ is with Fund or Investment Adviser) --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- AUTHORIZED VERIFIERS ___________________ _______________________________ ________________ ___________________ _______________________________ ________________ Authorized Verifiers Please Type or Print Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions: NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- ___________________ _______________________________ ________________ ___________________ _______________________________ ________________ REMOTE ACCESS SERVICES ADDENDUM TO ~~THE~~ CUSTODIAN AGREEMENT ~~BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services~~ ADDENDUM to that certain Custodian ~~Agreement~~ Contract dated as of ~~December 18~~October 19, ~~2006~~ 2001 (the "Custodian Agreement") between ~~each of the Investment Companies listed on Appendix A attached thereto~~ BlackRock Municipal 2018 Term Trust (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). The Services State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~~~Sight(SM)~~ SightSM as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. Security Procedures The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Appears in 1 contract

Samples: Custodian Contract (Blackrock Municipal 2018 Term Trust)

TELEPHONE CONFIRMATION. FUND ~~--------------------------------------------------------------------------~~ BLACKROCK MUNICIPAL 2018 TERM TRUST ------------------------------------------------------------- INVESTMENT ~~ADVISER -----------------------------------------------------------~~ ADVISOR BLACKROCK ADVISORS, INC. --------------------------------------------- SUB-ADVISOR BLACKROCK FINANCIAL MANAGEMENT, INC. ----------------------------------------------------- AUTHORIZED INITIATORS Please Type or Print ~~Please provide a listing of Fund officers or other individuals who are currently authorized to~~ PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO ARE CURRENTLY AUTHORIZED TO INITIATE ~~wire transfer instructions to State Street~~WIRE TRANSFER INSTRUCTIONS TO STATE STREET: NAME SIGNATURE TITLE (Specify whether position SPECIMEN ~~SIGNATURE position~~ is with Fund or Investment Adviser) ~~--------------------- --------------------------~~ ----------------------- ~~--------------------- --------------------------~~ ------------------------------- ---------------- ----------------------- ~~--------------------- --------------------------~~ ------------------------------- ---------------- ----------------------- ~~--------------------- --------------------------~~ ------------------------------- ---------------- ----------------------- ~~--------------------- --------------------------~~ ------------------------------- ---------------- ----------------------- ------------------------------- ---------------- AUTHORIZED VERIFIERS Please Type or Print ~~Please provide a listing of Fund officers or other individuals who will be~~ PLEASE PROVIDE A LISTING OF FUND OFFICERS OR OTHER INDIVIDUALS WHO WILL BE CALLED BACK ~~to verify the initiation of repetitive wires of~~ TO VERIFY THE INITIATION OF REPETITIVE WIRES OF $10 ~~million or more and all non~~MILLION OR MORE AND ALL NON-~~repetitive wire instructions~~REPETITIVE WIRE INSTRUCTIONS: NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------- REMOTE ACCESS SERVICES ADDENDUM TO ~~THE~~ CUSTODIAN AGREEMENT ~~BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services~~ ADDENDUM to that certain Custodian ~~Agreement~~ Contract dated as of ~~December 18~~October 19, ~~2006~~ 2001 (the "Custodian Agreement") between ~~each of the Investment Companies listed on Appendix A attached thereto~~ BlackRock California Municipal 2018 Term Trust (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). ~~The Services~~ THE SERVICES State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~Sight(SM) as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. ~~Security Procedures~~ SECURITY PROCEDURES The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street. FEES Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. PROPRIETARY INFORMATION/INJUNCTIVE RELIEF The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know- how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer. The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. LIMITED WARRANTIES State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. INFRINGEMENT State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Appears in 1 contract

Samples: Custodian Contract (Blackrock California Municipal 2018 Term Trust)

Appears in 1 contract

Samples: Master Custodian Agreement (Gabelli Global Series Funds Inc)

TELEPHONE CONFIRMATION. ~~FUND -------------------------------------------------------------------------- INVESTMENT ADVISER~~ Fund BlackRock New York Municipal 2018 Term Trust ----------------------------------------------------------- ~~AUTHORIZED INITIATORS~~ Investment Advisor BlackRock Advisors, Inc. ---------------------------------------------- Sub-Advisor BlackRock Financial Management, Inc. -------------------------------------------- Authorized Initiators Please Type or Print Please provide a listing of Fund officers or other individuals who are currently authorized to ~~INITIATE~~ initiate wire transfer instructions to State Street: NAME TITLE (Specify whether position SPECIMEN SIGNATURE ~~position~~ is with Fund or Investment Adviser) --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- AUTHORIZED VERIFIERS ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ Authorized Verifiers Please Type or Print Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions: NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ ___________________ ________________________________ ____________________ REMOTE ACCESS SERVICES ADDENDUM TO ~~THE~~ CUSTODIAN AGREEMENT ~~BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services~~ ADDENDUM to that certain Custodian ~~Agreement~~ Contract dated as of ~~December 18~~October 19, ~~2006~~ 2001 (the "Custodian Agreement") between ~~each of the Investment Companies listed on Appendix A attached thereto~~ BlackRock New York Municipal 2018 Term Trust (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). The Services State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~~~Sight(SM)~~ SightSM as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. Security Procedures The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street.

Appears in 1 contract

Samples: Custodian Contract (Blackrock New York Municipal 2018 Term Trust)

Appears in 1 contract

Samples: Master Custodian Agreement (Gabelli Growth Fund)

Appears in 1 contract

Samples: Master Custodian Agreement (Gabelli Asset Fund)

TELEPHONE CONFIRMATION. FUND ~~--------------------------------------------------------------------------~~ --------------------------------------------------------------------------- INVESTMENT ADVISER ~~-----------------------------------------------------------~~ ------------------------------------------------------------- AUTHORIZED INITIATORS Please Type or Print Please provide a listing of Fund officers or other individuals who are currently authorized to INITIATE wire transfer instructions to State Street: ~~NAME~~ TITLE (Specify whether ~~SPECIMEN SIGNATURE~~ position is with Fund or Investment NAME Adviser) --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- SPECIMEN SIGNATURE ---- ------------------------------- ------------------ ------------------------------ ------------------------------- ------------------ ------------------------------ ------------------------------- ------------------ ------------------------------ ------------------------------- ------------------ ------------------------------ ------------------------------- ------------------ ------------------------------ ------------------------------- ------------------ AUTHORIZED VERIFIERS Please Type or Print Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions: NAME ~~CALLBACK PHONE NUMBER DOLLAR~~ LIMITATION (IF ANY) CALLBACK PHONE NUMBER DOLLAR ------------------- --------------------- ~~------------------------ -------------------------~~ --------------------- ~~------------------------ -------------------------~~ ------------------- --------------------- ~~------------------------ -------------------------~~ --------------------- ~~------------------------ -------------------------~~ ------------------- --------------------- --------------------- ------------------- --------------------- --------------------- ------------------- --------------------- --------------------- ------------------- --------------------- --------------------- REMOTE ACCESS SERVICES ADDENDUM TO ~~THE~~ CUSTODIAN AGREEMENT ~~BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services~~ ADDENDUM to that certain Master Custodian Agreement dated as of ~~December 18~~June 13, ~~2006~~ 2005 (the "Custodian Agreement") between ~~each of the Investment Companies listed~~ those registered investment companies identified on Appendix A ~~attached~~ thereto (the "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). ~~The Services~~ THE SERVICES State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~Sight(SM) as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. ~~Security Procedures~~ SECURITY PROCEDURES The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street. FEES Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the Custody Fee Schedule in effect from time to time between the parties (the "Fee Schedule"). The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. PROPRIETARY INFORMATION/INJUNCTIVE RELIEF The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, knowhow, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer. The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System; nor will the Customer or Customer's Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. Limited Warranties State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation.

Appears in 1 contract

Samples: Master Custodian Agreement (Columbia Funds Variable Trust I)

TELEPHONE CONFIRMATION. FUND ~~--------------------------------------------------------------------------~~ --------------------------------------------------------------------------- INVESTMENT ADVISER ~~-----------------------------------------------------------~~ XXXXXXX XXXXXX INVESTMENT MANAGEMENT ------------------------------------------------------------- INVESTMENT SUB-ADVISER ---------------------------------------------------------- AUTHORIZED INITIATORS Please Type or Print Please provide a listing of Fund officers or other individuals who are currently authorized to INITIATE wire transfer instructions to State Street: NAME TITLE (Specify whether SPECIMEN SIGNATURE position is with Fund or Investment Adviser) --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- --------------------- -------------------------- ----------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- ---------------------- AUTHORIZED VERIFIERS Please Type or Print Please provide a listing of Fund officers or other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non-repetitive wire instructions: NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- --------------------- ------------------------ ------------------------- ---------------------- ---------------------- -------------------------- ---------------------- ---------------------- -------------------------- ---------------------- ---------------------- -------------------------- ---------------------- ---------------------- -------------------------- ---------------------- ---------------------- -------------------------- REMOTE ACCESS SERVICES ADDENDUM TO ~~THE~~ MASTER CUSTODIAN AGREEMENT ~~BETWEEN EACH OF THE INVESTMENT COMPANIES LISTED ON APPENDIX A THERETO AND STATE STREET BANK AND TRUST COMPANY Remote Access Services~~ ADDENDUM to that certain Master Custodian Agreement dated as of ~~December 18~~October 1, ~~2006~~ 2005 (the "Custodian Agreement") ~~between~~ by and among each ~~of the Investment Companies listed~~ management investment company identified on Appendix A ~~attached~~ thereto and made subject thereto pursuant to Section 18.5 thereof (~~the~~ each, a "Customer") and State Street Bank and Trust Company, including its subsidiaries and affiliates ("State Street"). State Street has developed and utilizes proprietary accounting and other systems in conjunction with the ~~custodian~~ services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). ~~The Services~~ THE SERVICES State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street ("Authorized Designees") with access to In~~~Sight(SM)~~ Sight SM as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. ~~Security Procedures~~ SECURITY PROCEDURES The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street. FEES Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties. The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. Proprietary Information/Injunctive Relief The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be published, redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer. The Customer agrees that neither it nor its Authorized Designees will modify the System in any way; enhance or otherwise create derivative works based upon the System, nor will your or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. Limited Warranties State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology including, but not limited to, the use of the Internet, and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. Except with respect to its obligations with respect to infringement hereunder, State Street will not be liable to the Customer or its Authorized Designees for any direct damages arising out of or in any way connected with the System or the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services. Neither party shall be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and December 31, 2099, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET, FOR ITSELF AND ITS RELEVANT LICENSORS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement State Street will defend the Customer or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any patent or copyright or misappropriation of a trade secret, and will hold the Customer harmless from any direct damages incurred by the Customer and resulting from any such action relating to proprietary intellectual property of State Street, provided that, in any such event, the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under any applicable patent or copyright or trade secret laws, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation. The foregoing shall be the Customer's sole remedy for any intellectual property infringement claim relating to the System or the Remote Access Services.

Appears in 1 contract

Samples: Master Custodian Agreement (Schwab Capital Trust)

Common use of TELEPHONE CONFIRMATION Clause in Contracts