EX-10.4






Exhibit 10.4




BOOK-ENTRY-ONLY CORPORATE EQUITY SECURITIES




LETTER OF REPRESENTATIONS

[To be Completed by Issuer and Agent]




streetTRACKS® Gold Trust

 


[Name of Issuer]




The Bank of New York




 


[Name of Agent]




November 11, 2004

[Date]




Attention: General Counsel’s Office

THE DEPOSITORY TRUST COMPANY

55 Water Street 49th Floor

New York, NY 10041-0099




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	Re: streetTRACKS Gold Trust-863307104	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

[Issue description, including CUSIP number (the “Securities”)]
	 	 






Ladies and Gentlemen:




          This letter sets forth our understanding with respect to certain matters relating to the
Securities. Issuance of the Securities has been authorized pursuant to an offering document or
other such agreement dated 11-15-04 (the “Document”). Issuer is selling the Securities to Bear
Hunter (the “Initial Purchaser”) pursuant to the Document. Initial Purchaser shall take delivery of
the Securities through The Depository Trust Company (“DTC”). Agent is acting as transfer agent,
paying agent, and registrar with respect to the Securities.




          To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in
accordance with its Rules with respect to the Securities, Issuer and Agent make the following
representations to DTC:




 









 








     1. Prior
to closing on the Securities on 11-15-04 there shall be deposited with DTC one or more
Security certificates registered in the name of DTC’s nominee, Cede & Co., for each of the
Securities with the offering value(s) set forth on Schedule A hereto, the total of which represents
100% of the offering value of such Securities. If, however, the aggregate offering value of the
Securities exceeds $400 million, one certificate shall be issued with respect to each $400 million
of offering value and an additional certificate shall be issued with respect to any remaining
offering value. Each Security certificate shall bear the following legend:




     Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation (“DTC’), to Issuer
or its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
the registered owner hereof, Cede & Co., has an interest herein.


Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE
OTHER.]




     [The Security certificate(s) shall remain in Agent’s custody as a “Balance Certificate”
subject to the provisions of the Balance Certificate Agreement between Agent and DTC currently in
effect.



     On each day on which Agent is open for business and on which it receives an instruction
originated by a DTC participant (“Participant”) through DTC’s Deposit/Withdrawal at Custodian
(“DWAC”) system to increase the Participant’s account by a specified number of Securities (a
“Deposit Instruction”), Agent shall, no later than 6:30 p.m. (Eastern Time) that day, either
approve or cancel the Deposit Instruction through the DWAC system.



     On each day on which Agent is open for business and on which it receives an instruction
originated by a Participant through the DWAC system to decrease the Participant’s account by a
specified number of Securities (a “Withdrawal Instruction”), Agent shall, no later than 6:30 p.m.
(Eastern Time) that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.



     Agent agrees that its approval of a Deposit or Withdrawal Instruction shall be deemed to be
the receipt by DTC of a new reissued or reregistered certificated Security on registration of
transfer to the name of Cede & Co. for the quantity of Securities evidenced by the Balance
Certificate after the Deposit or Withdrawal Instruction is effected.]



 









 





     [The
Security certificate(s) shall be custodied with DTC.]



     2. Issuer: (a) understands that DTC has no obligation to, and will not, communicate to its
Participants or to any person having an interest in the Securities any information contained in the
Security certificate(s); and (b) acknowledges that neither DTC’s Participants nor any person having
an interest in the Securities shall be deemed to have notice of the provisions of the Security
certificates(s) by virtue of submission of such certificate(s) to DTC.



     3. In the event of any solicitation of consents from or voting by holders of the Securities,
Issuer or Agent shall establish a record date for such purposes (with no provision for revocation
of consents or votes by subsequent holders) and shall send notice of such record date to DTC no
fewer than 15 calendar days in advance of such record date. Notices to DTC pursuant to this
Paragraph by telecopy shall be directed to DTC’s Reorganization Department at (212) 855-5181 or
(212) 855-5182. If the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212) 855-5202. Notices to
DTC pursuant to this Paragraph, by mail or by any other means, shall be sent to:


Manager, Reorganization Department

Reorganization Window

The Depository Trust Company

55 Water Street 50th floor

New York, NY 10041-0099




     4. In the event of a stock split, recapitalization, conversion, or any similar transaction
resulting in the cancellation of all or any part of the Securities represented thereby, Agent shall
send DTC a notice of such event as soon as practicable, but in no event less than five business
days prior to the effective date of such transaction. Notices pursuant to this Paragraph regarding
stock splits shall be directed to DTC’s Dividend Department as indicated in Paragraph 6. All other
notices pursuant to this Paragraph shall be directed to DTC’s Reorganization Department as also
indicated in Paragraph 6.



     5. In the event of a full or partial redemption, Issuer or Agent shall send a notice to DTC
specifying: (a) the amount of the redemption or refunding; (b) in the case of a refunding, the
maturity date(s) established under the refunding; and (c) the date such notice is to be distributed
to Security holders (the “Publication Date”). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a timely manner
designed to assure that such notice is in DTC’s possession no later than the close of business on
the business day before or, if possible, two business days before the Publication Date. Issuer or
Agent shall forward such notice either in a separate secure transmission for each CUSIP number or
in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or
list of each CUSIP number submitted in that transmission. (The party sending such notice shall have
a method to verify subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to the redemption date
or, in the case of an advance refunding, the date that the proceeds are deposited in escrow.



 









 




Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC’s Call Notification
Department at (516) 227-4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such party shall telephone
(516) 2274070. Notices to DTC pursuant to this Paragraph, by mail or by any other means, shall be
sent to:



Manager, Call Notification Department

The Depository Trust Company

711 Stewart Avenue

Garden City, NY 11530-4719




     6. In the event of an offering or issuance of rights with respect to the Securities
outstanding, Agent shall send DTC’s Dividend and Reorganization Departments a notice specifying:
(a) the amount of and conditions, if any, applicable to such rights offering or issuance; (b) any
applicable expiration or deadline date, or any date by which any action on the part of holders of
such Securities is required; and (c) the Publication Date of such notice. The
Publication Date will be as soon as practicable after the announcement by the Company of any such
offering or issuance of rights with respect to the Securities outstanding. DTC requires that the
Publication Date be no fewer than 30 days nor more than 60 days prior to the related payment date,
distribution date, or issuance date, respectively. Notices to DTC pursuant to this Paragraph
by telecopy shall be sent to DTC’s Dividend Department at (212) 855-4545, and receipt of such
notices shall be confirmed by telephoning (212) 855-4530. Notices to DTC pursuant to this
Paragraph, by mail or any other means, shall be sent to:


Supervisor, Stock Dividends

Dividend Department

The Depository Trust Company

55 Water Street 25th Floor

New York, NY 10041-0099




     Notices to DTC pursuant to the above Paragraph by telecopy shall be sent to DTC’s
Reorganization Department at (212) 855-5259, and receipt of such telecopy shall be confirmed by
telephoning (212) 855-5260. Such notices to DTC pursuant to the above Paragraph, by mail or any
other means, shall be sent to:


Supervisor, Rights Offerings

Reorganization Department

The Depository Trust Company

55 Water Street 50th Floor

New York, NY 10041-0099




     7. In the event of an invitation to tender the Securities (including mandatory tenders,
exchanges, and capital changes), notice by Issuer or Agent to Security holders specifying the terms
of the tender and the Publication Date of such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely manner designed to
assure that such notice is in DTC’s possession no later than the close of business on



 









 




the business day before or, if possible, two business days before the Publication Date. Issuer or
Agent shall forward such notice either in a separate secure transmission for each CUSIP number or
in a secure transmission for multiple CUSIP numbers (if applicable) which includes a manifest or
list of each CUSIP number submitted in that transmission. (The party sending such notice shall have
a method to verify subsequently the use and timeliness of such notice). Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be sent to DTC’s
Reorganization Department at (212) 855-5488, and receipt of such notices shall be confirmed by
telephoning (212) 855-5290. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to the address indicated in Paragraph 3.




     8. All notices and payment advices sent to DTC shall contain the CUSIP number of the
Securities and an accompanying description of such Securities.



     9. Issuer or Agent shall provide written notice of dividend payment information to DTC as soon
as the information is available. Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and DTC. If electronic transmission has
not been arranged, absent any other arrangements between Issuer or Agent and DTC, such information
shall be sent by telecopy to DTC’s Dividend Department at (212) 855-4555 or (212) 855-4556. If the
party sending the notice does not receive a telecopy receipt from DTC confirming that the notice
has been received, such party shall telephone (212) 855-4550. Notices to DTC pursuant to this
Paragraph, by mail or by any other means, shall be sent to:


Manager, Announcements

Dividend Department

The Depository Trust Company

55 Water Street 25th Floor

New York, NY 10041-0099




     10. Issuer or Agent shall notify DTC’s Dividend Department of any dividend payment date with
regard to the Securities no later than the close of business preferably five, but no fewer than
two, business days prior to such payment date. Agent shall include any available payment
information at that time. Notices pursuant to this Paragraph shall be directed to DTC’s Dividend
Department as indicated in Paragraph 9.



     11. Dividend payments and cash distributions shall be received by Cede & Co. as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all such dividend
and distribution payments due Agent, or at such earlier time as may be required by Agent to
guarantee that DTC shall receive payment in same-day funds no later than 2:30p.m. (Eastern Time) on
the payment date. Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Dividend Deposit Account number that will be stamped on the signature page hereof
at the time DTC executes this Letter of Representations.



     12. Issuer or Agent shall provide DTC, no later than 12:00 noon (Eastern Time) on the payment
date, automated notification of CUSIP-level detail. If the circumstances prevent the funds paid to
DTC from equaling the dollar amount associated with the detail payments by 12:00



 









 




noon (Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC no later than
2:30 p.m. (Eastern Time). Reconciliation must be provided by either automated means or
written format. Such reconciliation notice, if sent by telecopy to DTC’s Dividend Department, shall
be directed to (212) 855-4633, and receipt of such reconciliation notice shall be confirmed by
telephoning (212) 855-4430.




     13. Redemption payments shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall
remit by 1:00 p.m. (Eastern Time) on the payment date all such redemption payments due Agent, or at
such earlier time as required by Agent to guarantee that DTC shall receive payment in same-day
funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Agent and DTC, such funds shall be wired to the Redemption
Deposit Account number that will be stamped on the signature page hereof at the time DTC executes
this Letter of Representations.



     14. Reorganization payments resulting from corporate actions (such as tender offers or
mergers) shall be received by Cede & Co., as nominee of DTC, or its registered assigns, in same-day
funds no later than 2:30 p.m. (Eastern Time) on the payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such reorganization payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in same-day
funds no later than 2.30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Agent and DTC, such funds shall be wired to the Reorganization Deposit Account number that
will be stamped on the signature page hereof at the time DTC executes this Letter of
Representations.



     15. DTC may direct Issuer or Agent to use any other number or address as the number or address
to which notices or payments may be sent.



     16. In the event of a redemption, acceleration, or any other similar transaction (e.g., tender
made and accepted in response to Issuer’s or Agent’s invitation) necessitating a reduction in the
aggregate principal amount of Securities outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue and
authenticate a new Security certificate; or (b) may make an appropriate notation on the Security
certificate indicating the date and amount of such reduction in the number of Securities
outstanding, except in the case of final redemption, in which case the certificate will be
presented to Issuer or Agent prior to payment, if required.



     17. In the event that Issuer determines that beneficial owners of Securities shall be able to
obtain certificated Securities, Issuer or Agent shall notify DTC of the availability of
certificates. In such event, Issuer or Agent shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.



     18. DTC may discontinue providing its services as securities depository with respect to the
Securities at any lime by giving reasonable notice to Issuer or Agent (at which time DTC will
confirm with issuer or Agent the aggregate principal amount of Securities outstanding). Under



 









 




such circumstances, at DTC’s request, Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates evidencing Securities

to any Participant having Securities credited to its DTC accounts.




     19. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer.



     20. This Letter of Representations may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all such counterparts together shall
constitute but one and the same instrument.



     21. This Letter of Representations shall be governed by, and construed in accordance with, the
laws of the State of New York, without giving effect to principles of conflicts of law.



     22. The sender of each notice delivered to DTC pursuant to this Letter of Representations is
responsible for confirming that such notice was properly received by DTC.



     23. Issuer recognizes that DTC does not in any way undertake to, and shall not have any
responsibility to, monitor or ascertain the compliance of any transactions in the Securities with
the following, as amended from time to time: (a) any exemptions from registration under the
Securities Act of 1933; (b) the Investment Company Act of 1940; (c) the Employee Retirement Income
Security Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of 1934); or (f) any
other local, state, or federal laws or regulations thereunder.



     24. Issuer hereby authorizes DTC to provide to Agent listings of DTC Participants’ holdings,
known as Security Position Listings (“SPLs”), with respect to the Securities from time to time at
the request of the Agent. DTC charges a fee for such SPLs. This authorization, unless revoked by
Issuer, shall continue with respect to the Securities while any Securities are on deposit at DTC,
until and unless Agent shall no longer be acting. In such event, Issuer shall provide DTC with
similar evidence, satisfactory to DTC, of the authorization of any successor thereto so to act.
Requests for SPLs shall be sent by telecopy to the Proxy Unit of DTC’s Reorganization Department at
(212) 855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other means, shall be
directed to:


Supervisor, Proxy Unit

Reorganization Department

The Depository Trust Company

55 Water Street 50th Floor

New York, NY 10041-0099




     25. Issuer and Agent shall comply with the applicable requirements stated in DTC’s Operational
Arrangements, as they may be amended from time to time. DTC’s Operational Arrangements are posted
on DTC’s website at “www.DTC_org.”



 









 





     26. The following rider(s), attached hereto, are hereby incorporated into this Letter of
Representations:



	 	 	 
	 	 	 
	 

	 	 
	 	 	 
	 

	 	 






 









 






NOTES:



A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS WELL AS ISSUER
MUST SIGN THIS LETTER. IF THERE IS NO
AGENT, IN SIGNING THIS LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.



B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE METHOD OF
EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC, AND CERTAIN RELATED MATTERS.




	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	streetTRACKS Gold Trust	 	 
	 

	 	By:
	 	World Gold Trust Services, LLC
 

[Issuer]
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ J. Stuart Thomas
 

[Authorized Officer’s Signature]
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	The Bank of New York 
	 	 
	 

	 	 	 	[Trustee]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Alfred Irving
 

[Authorized Officer’s Signature]
	 	 






Received and Accepted:

THE DEPOSITORY TRUST COMPANY




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Larry E. Thompson
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Funds should be wired to:	 	 
	 
	 	 	 	 	 	 
	 	 	The Chase Manhattan Bank	 	 
	 	 	ABA # 021 000 021	 	 
	 	 	For credit to a/c Cede & Co.	 	 
	 	 	c/o The Depository Trust Company	 	 
	 
	 	 	 	 	 	 
	 	 	[Select Appropriate Account]	 	 
	 
	 	 	 	 	 	 
	 	 	Dividend Deposit Account # 066-026776	 	 
	 	 	Redemption Deposit Account # 066-027306	 	 
	 	 	Reorganization Deposit Account # 066-027608	 	 







			
	cc:	 	Underwriter

Underwriter’s Counsel





 









 








SCHEDULE A




	 	 	 	 	 
	 

	 	 

	 	 
	 
	 

	 	 

[Describe Issue]
	 	 






	 	 	 	 	 	 	 	 	 
	CUSIP Number	 	Share Total	 	Offering ($) Value
	863307104
	 	 	300,000	 	 	$	12,150,000	 






 









 






SCHEDULE B




SAMPLE OFFERING DOCUMENT LANGUAGE

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE




 






(Prepared by OTC—bracketed material may be applicable only to certain issues)




     1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for
the securities (the “Securities”). The Securities will be issued as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully-registered Security certificate will be
issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount
of [any] issue exceeds $400 million, one certificate will be issued with respect to each $400
million of principal amount and an additional certificate will be issued with respect to any
remaining principal amount of such issue.]



     2. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a
“clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants (“Direct Participants”) deposit with DTC.
DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Direct Participants’ accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and
dealers, banks, and trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly (“Indirect Participants”). The Rules applicable
to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange
Commission.



     3. Purchases of Securities under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Securities on DTC’s records. The ownership
interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded
on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Securities are to be accomplished by
entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system for the Securities
is discontinued.



 









 





     4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with
DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may
be requested by an authorized representative of DTC. The deposit of Securities with DTC and their
registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records
reflect only the identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will
remain responsible for keeping account of their holdings on behalf of their customers.



     5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. [Beneficial Owners of Securities may
wish to take certain steps to augment transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults, and proposed
amendments to the security documents. Beneficial Owners of Securities may wish to ascertain that
the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners, or in the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of the notices be provided directly to them.]



     [6. Redemption notices shall be sent to DTC. If less than all of the Securities within an
issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.]



     7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect
to the Securities. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights
to those Direct Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).



     8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s
practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding
detail information from Issuer or Agent on payable date in accordance with their respective
holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts
of customers in bearer form or registered in “street name,” and will be the responsibility of such
Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements
as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividends
to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is
the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants shall
be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be
the responsibility of Direct and
Indirect Participants.



 









 





     [9. A Beneficial Owner shall give notice to elect to have its Securities purchased or
tendered, through its Participant, to [Tender/Remarketing] Agent, and shall effect delivery of such
Securities by causing the Direct Participant to transfer the Participant’s interest in the
Securities, on DTC’s records, to [Tender/Remarketing] Agent. The requirement for physical delivery
of Securities in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct Participants on
DTC’s records and followed by a book-entry credit of tendered Securities to [Tender/Remarketing]
Agent’s DTC account.]



     10. DTC may discontinue providing its services as securities depository with respect to the
Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in
the event that a successor securities depository is not obtained, Security certificates are
required to be printed and delivered.



     11. Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or
a successor securities depository). In that event, Security certificates will be printed and
delivered.



     12. The information in this section concerning DTC and DTC’s book-entry system has been
obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for
the accuracy thereof.