|
DTC, the world's largest depository, is a limited-purpose trust company organized under the New
<br />York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of
<br />the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
<br />Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
<br />Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S.
<br />and non-U.S, equity issues, corporate and municipal debt issues, and money market instruments from over 85
<br />countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-
<br />trade settlement among Direct Participants of sales and other securities transactions in deposited securities,
<br />through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This
<br />eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and
<br />non-U.S, securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
<br />organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation
<br />("DTCC"). DTCC, in mm, is owned by a number of Direct Partic:pants of DTC and Members of the
<br />National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing
<br />Corporation, and Emerging Markets Clearing Corporation, ("NSCC", "GSCC", "MBSCC" and "EMCC",
<br />also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange
<br />LLC, and the National Association of Securities Dealers, Inc. Access te the DTC system is also available to
<br />others such as both U.S. and non-U.S, securities brokers and dealers, ~anks, trust companies, and clearing
<br />corporations that clear through or maintain a custodial relationship with .~ Direct Participant, either directly or
<br />indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules
<br />applicable to its Participants are on file with the Securities and Exch,.nge Commission. More information
<br />about DTC can be found at www.dtcc.com.
<br />
<br /> Purchases of Series 2004 Certificates under the DTC system must be made by or through Direct
<br />Participants, which will receive a credit for the Series 2004 Certificate; on DTC's records. The ownership
<br />interest of each actual purchaser of each Series 2004 Certificate ("Beneficial Owner") is in turn to be
<br />recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written
<br />confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written
<br />confirmations providing details of the transaction, as well as periodic s :atements of their holdings, from the
<br />Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of
<br />ownership interests in the Series 2004 Certificates are to be accomplished by entries made on the books of
<br />Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive
<br />certificates representing their ownership interests in the Series 2004 Certificates, except in the event that use of
<br />the book-entry system for the Series 2004 Certificates is discontinued.
<br />
<br /> To facilitate subsequent transfers, all Series 2004 Certificates deposited by Direct Participants with
<br />DTC are registered in the name of DTC's parmership nominee, Cede & Co., or such other name as may be
<br />requested by an authorized representative of DTC. The deposit of Series 2004 Certificates with DTC and their
<br />registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial
<br />ownership. DTC has no knowledge of the actual Beneficial Owners o~' the Series 2004 Certificates; DTC's
<br />records reflect only the identity of the Direct Participants to whose accounts such Series 2004 Certificates are
<br />credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain
<br />responsible for keeping account of their holdings on behalf of their custor~ers.
<br />
<br /> Conveyance of notices and other communications by DTC to Direct Participants, by Direct
<br />Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners
<br />will be governed by arrangements among them, subject to any statutory ~r regulatory requirements as may be
<br />in effect from time to time.
<br />
<br /> Prepayment notices shall be sent to DTC. If less than all of the Series 2004 Certificates within an
<br />issue are being prepaid, DTC's practice is to determine by lot the amount of interest of each direct participant
<br />in such issue to be prepaid.
<br />
<br />-5-
<br />
<br />
<br />
|