Exchange Agent Agreement - Instinet Group Inc. and Mellon Investor Services LLC
EXECUTION COPY
[MELLON LOGO]
MELLON INVESTOR SERVICES
A Mellon Financial Company(SM)
EXCHANGE AGENT AGREEMENT
1
<PAGE>
THIS EXCHANGE AGENT AGREEMENT (this "Agreement") between Instinet
Group Incorporated, a Delaware corporation (the "Company") and Mellon Investor
Services LLC., a New Jersey limited liability company ("Mellon"), is dated as
of August 27, 2002.
1. APPOINTMENT.
(a) The Company hereby appoints Mellon to act as exchange agent
with respect to the surrender of certificates for shares of Class L Common
Stock, $0.001 par value per share and Class A Common Stock $0.001 par value per
share (the "Old Shares"), of Island Holding Company, Inc., a Delaware
corporation (the "Target"), in exchange for approximately 85 million shares of
Common Stock of the Company, $0.01 par value per share (the "New Shares") and
checks, each in an amount equal to the cash that the holder of Old Shares has
the right to receive in lieu of fractional New Shares, if any (the "Checks"),
as set forth in the Agreement and Plan of Merger (as amended the "Merger
Agreement"), dated as of June 9, 2002 by and among the Company, Instinet Merger
Corporation, a Delaware corporation and a wholly-owned subsidiary of the
Company ("Merger Sub"), and the Target, providing for the merger of Merger Sub
with and into the Target (the "Merger"). Mellon hereby accepts such appointment
in accordance with and subject to the terms and conditions set forth in this
Agreement.
(b) The Merger is currently expected to become effective shortly
after the Special Meeting of Stockholders of the Target to be held on September
10, 2002 for the purpose of approving the Merger and an amendment to the
Target's certificate of incorporation. The time at which the Merger becomes
effective is referred to in the Merger Agreement and in this Agreement as the
"Effective Time". The Company shall inform Mellon of the Effective Time, at
least three business days prior thereto.
(c) The Company has furnished Mellon, or will furnish Mellon
prior to the Effective Time, with copies of the following documents:
(i) (a) a letter of the Company to holders of record of Old
Shares as of August 7, 2002 and (b) a letter of the Company, to
holders of the Old Shares, announcing the effectiveness of the Merger;
(ii) (a) a Letter of Transmittal to accompany pre-Effective Time
surrenders of Old Shares (the "Pre-Closing LT") and (b) a Letter of
Transmittal to accompany certificates for Old Shares when surrendered
after the Effective Time for exchange, in each case together with W9
Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;
(iii) The Target's Proxy Statement dated August 8, 2002 relating to
the Merger and (as an Exhibit thereto) the Merger Agreement; and
(iv) A certificate of the Secretary of the Target stating that the
transfer books for the Old Shares will be closed at the Effective Time
and (ii) if the Company should authorize the Secretary retroactively
to reopen the transfer books for a special transaction, he will
2
<PAGE>
send a copy of the transaction journal covering that transaction to
Mellon as exchange agent; and
(v) a list of holders of record of Old Shares as of August 7,
2002.
Mellon will, as promptly as practicable, mail or cause to be mailed to each
holder of record of Old Shares as of August 7, 2002 the documents described in
clauses (i)(a) and (ii)(a) above, together with a return envelope. Mellon will
mail or cause to be mailed each of the documents described in clauses (i)(b)
and (ii)(b) above, together with a return envelope to holders of record of Old
Shares set forth on the list provided pursuant to Section 1(d) of this
Agreement within two business days after the file containing such list is
loaded to the Mellon Investor Services system following the Effective Time in
accordance with Section 2.9(b) of the Merger Agreement. If and to the extent
such list is updated following the mailing of such documents after the
Effective Time, Mellon will promptly mail or cause to be mailed such documents
to any additional holders of Record of Old Shares as may be appropriate to take
into account such updates.
(d) Prior to the Effective Time, the Company will cause Target to
furnish Mellon with (i) a listing, in a format agreeable to Mellon, of the
names, addresses, Social Security Numbers, share amounts and certificate detail
of anticipated holders of record of Old Shares at the Effective Time, (the
"Record Stockholders List") and (ii) certified totals of outstanding shares and
shareholders. The Company will cause Target to promptly update such list for
any changes in the information contained therein between the time such list is
delivered to Mellon and the Effective Time.
(e) In its capacity as exchange agent, Mellon shall receive
certificates representing Old Shares surrendered in exchange for certificates
for the New Shares and the Checks. Subject to the terms and conditions of this
Agreement, Mellon is authorized to accept such certificates for Old Shares and
to exchange them for certificates for New Shares and Checks in accordance with
the Letter of Transmittal.
(f) If and to the extent a holder of record of Old Shares
surrendered to Mellon prior to the Effective Time seeks to withdraw such Old
Shares and follows the instructions for doing so contained in the Pre-Closing
LT, Mellon shall return such Old Shares to such record holder (at Mellon's
option by either first class mail under a blanket surety bond or insurance
protecting Mellon, the Target and the Company from losses or liabilities
arising out of the non-receipt or non-delivery of Old Shares by registered mail
insured separately for the value of such Old Shares).
2. PROCEDURE FOR DISCREPANCIES. Mellon shall follow its regular
procedures to attempt to reconcile any discrepancies between the number of Old
Shares that any Letter of Transmittal may indicate are owned by a surrendering
stockholder and the number that the Record Stockholders List indicates such
stockholder owned of record as of the Effective Time. In any instance where
Mellon cannot reconcile such discrepancies by following such procedures, Mellon
will consult with the Company for instructions as to the number of Old Shares,
if any, Mellon is authorized to accept for exchange. In the absence of such
instructions, Mellon is authorized not to accept any such Old Shares for
exchange and will return to the surrendering
3
<PAGE>
stockholder (at Mellon's option by either first class mail under a blanket
surety bond or insurance protecting Mellon, the Target and the Company from
losses or liabilities arising out of the non-receipt or non-delivery of Old
Shares or by registered mail insured separately for the value of such Old
Shares) to such stockholder's address as set forth in the Letter of Transmittal
any certificates for Old Shares surrendered in connection therewith, the
related Letters of Transmittal and any other documents received with such Old
Shares.
3. TREASURY SHARES. The Company shall cause the Target, at or prior to
the Effective Time, to provide to Mellon a written list of all outstanding
treasury shares to be cancelled in accordance with the Merger Agreement,
indicating whether such treasury shares are physical or book-entry. The Company
shall cause the Target to promptly deliver all physical certificates
representing any such treasury shares to Mellon for proper cancellation. The
Company hereby authorizes and instructs Mellon to cancel all such treasury
shares delivered to Mellon hereunder or maintained by Mellon in book-entry.
4. ISSUANCE OF BALANCE ACCOUNT SHARES. At or prior to the Effective Time,
the Company will instruct Mellon to create a balance account for the number of
New Shares and Checks to be issued for exchange of the Old shares outstanding
at the Effective Time, in accordance with the terms of the Merger Agreement.
Mellon will issue these shares and Checks in an account registered to Mellon
Investor Services for the benefit of unexchanged holders. Subject to the terms
and conditions of this Agreement, Mellon will issue certificates evidencing the
appropriate number of New Shares (together with any Checks) as required from
time to time in order to make the exchange.
5. AGGRETATION; FRACTIONAL SHARES. Subject to the remainder of this
Section 5, Mellon will aggregate all Old Shares delivered by or on behalf of
each holder of record of Old Shares in determining the number of New Shares to
be delivered to each holder of record of Old Shares as set forth in the Record
Stockholders List. No fractional shares of the New Shares will be issued in the
Merger. In lieu thereof, any holder of Old Shares who would otherwise have been
entitled to receive a fraction of a New Share will be paid an amount based on
the formula provided in the Merger Agreement.
6. LOST CERTIFICATES. If any holder of Old Shares as of the Effective
Time reports to Mellon that his or her failure to surrender a certificate
representing any Old Shares registered in his or her name at the Effective Time
according to the Record Stockholders List is due to the theft, loss or
destruction of such certificate, upon receipt from such stockholder of an
affidavit of such theft, loss or destruction and a bond of indemnity, both in
form and substance satisfactory to Mellon, and compliance with any other
applicable requirements, Mellon will effect issuance of certificates for New
Shares (and a Check, if applicable) to the former stockholder as though the
certificate for Old Shares had been surrendered.
7. TREATMENT OF RESTRICTED LEGENDS. Other then set forth in Exhibit A
hereto, all certificates representing New Shares issued in exchange for Old
Shares may be issued without restrictive legend(s); provided that if any
certificates are to be issued with restrictive legend(s), the Company shall
provide the appropriate legend(s) and a list identifying the shareholders and
certificate numbers of Old Shares.
4
<PAGE>
8. PROCEDURE FOR DEFICIENT ITEMS.
(a) Mellon shall examine the Letter of Transmittal and
certificates for the Old Shares received by it as Exchange Agent to ascertain
whether they appear to have been completed and executed in accordance with the
instructions set forth in the Letter of Transmittal. In the event Mellon
determines that any Letter of Transmittal does not appear to have been properly
completed or executed, or where the certificates representing Old Shares do not
appear to be in proper form for surrender, or any other deficiency in
connection with the surrender appears to exist, Mellon will follow, where
possible, its regular procedures to attempt to cause such deficiency to be
corrected. Mellon is not authorized to waive any deficiency in connection with
the surrender, unless the Company provides written authorization to waive the
deficiency.
(b) If an exchange of Old Shares is required to be made to a
person other than the person in whose name a surrendered certificate is
registered, Mellon will issue no certificate for New Shares or any Check until
the certificate for Old Shares so surrendered has been properly endorsed (or
otherwise put in proper form for transfer) and the person requesting such
exchange has paid any transfer or other taxes or governmental charges required
by reason of such exchange in a name other than that of the registered holder
of the certificate surrendered or has established to Mellon's satisfaction that
such tax or charge either has been paid or is not payable. Any tax information
with respect to such payment which Mellon is required to report pursuant to
Section 12 of this Agreement shall list the registered holder of the
certificate as the payee.
(c) If any such deficiency is neither corrected nor waived,
Mellon shall return to the surrendering stockholder (at Mellon's option by
either first class mail under a blanket surety bond or insurance protecting
Mellon, the Target and the Company from losses or liabilities arising out of
the non-receipt or non-delivery of Old Shares or by registered mail insured
separately for the value of such Old Shares) to such stockholder's address as
set forth in the Letter of Transmittal any certificates for Old Shares
surrendered in connection therewith, the related Letters of Transmittal and any
other documents received with such Old Shares.
(d) Each document received by Mellon relating to Mellon's duties
hereunder shall be dated and time stamped when received.
9. CANCELLATION OF OLD SHARES. As of the Effective Time, Mellon will
become the sole recordkeeping agent for the Old Shares, and shall maintain such
records in accordance with its standard practices. Upon the exchange of Old
Shares, the certificates representing such Old Shares will be physically
canceled by Mellon, posted to the records Mellon maintains, and the merger
consideration will be issued to the appropriate holder(s). Mellon will keep and
maintain complete and accurate ledgers showing all the Old Shares exchanged by
Mellon and the New Shares and Checks issued by Mellon. Mellon is authorized to
cooperate with and furnish information to any organization or its legal
representatives designated from time to time by the Company in any manner
reasonably requested by the Company. All certificates for Old Shares
surrendered to you shall be retained by you until such time as this Agreement
is terminated
5
<PAGE>
whereupon you shall deliver them to the Company or make other disposition
thereof as requested by the Company.
10. DIVIDENDS AND DISTRIBUTIONS ON UNEXCHANGED OLD SHARES. No dividends or
other distributions that are declared after the Effective Time on New Shares
and payable to holders of record thereof after the Effective Time will be paid
to persons entitled by reason of the Merger to receive New Shares until such
persons surrender their certificates formerly representing Old Shares. Upon
such surrender, Mellon shall pay to the person in whose name the New Shares are
issued any dividends or other distributions having a record date after the
Effective Time and payable with respect to such New Shares between the
Effective Time and the surrender. In no event shall any interest on such
dividends or other distributions be payable by Mellon. The Company shall
deposit, or cause to be deposited with Mellon, federal or other immediately
available funds, sufficient to pay for dividends and distributions on all
unexchanged certificates formerly representing Old Shares and Mellon will hold
such funds for payment or distribution to the holders of such unexchanged
certificates.
11. REPORT OF EXCHANGE ACTIVITY. Mellon will, every two weeks, forward to
the Company a report of the number of Old Shares represented by certificates
surrendered during the exchange and the number of New Shares and amount of
Checks issued in exchange therefor.
12. TAX REPORTING.
(a) On or before January 31st of the year following the year the
"cash-in-lieu" payment is made, Mellon shall prepare and mail to each
stockholder who received cash in lieu of fractional of New Shares, other than
stockholders who demonstrate their status as nonresident aliens ("Foreign
Stockholders") in accordance with United States Treasury Regulations ("Treasury
Regulations"), a Form 1099-B reporting the amount of such cash, in accordance
with Treasury Regulations. Mellon shall prepare and file copies of such Forms
1099-B by magnetic tape with the Internal Revenue Service on or before February
28th of the year following the year of the payment, in accordance with Treasury
Regulations.
(b) On or before January 31st of the year following the year a
dividend payment is made, Mellon shall prepare and mail to each stockholder who
received any dividends held pending exchange of the Old Shares, other than
stockholders who demonstrate their status as Foreign Stockholders, a Form
1099-DIV reporting the amount of such cash, in accordance with Treasury
Regulations. Mellon shall also prepare and file copies of such Forms 1099-DIV
by magnetic tape with the Internal Revenue Service on or before February 28th
of the year following the year of the payment, in accordance with Treasury
Regulations.
(c) If Mellon has not received notice from the surrendering
stockholder of that stockholder's TIN, or if such TIN has not been certified as
correct and relates to a post-1983 account, Mellon shall deduct and withhold
applicable backup withholding tax from any payment made to such stockholder
(other than a Foreign Stockholder) pursuant to the Internal Revenue Code.
6
<PAGE>
(d) Should any issue arise regarding federal income tax reporting
or withholding, Mellon shall take such action as the Company may reasonably
request in writing. Such action may be subject to additional fees.
13. UNEXCHANGED STOCKHOLDERS. No later than three months after the
Effective Time, Mellon shall mail a follow-up letter to all stockholders who
did not surrender their Old Share certificates for exchange or supply an
affidavit and bond of indemnity pursuant to Section 8(c) of this Agreement. The
follow-up letter will be mailed with a Letter of Transmittal, return envelope,
and W-9 Guidelines. No later than one year after the Effective Time, Mellon
shall perform an electronic search for stockholders who did not surrender their
certificates for Old Shares. After such electronic search is completed, Mellon
will mail or cause to be mailed a follow-up letter to all stockholders who did
not surrender their certificates for Old Shares, or supply an affidavit and
bond of indemnity pursuant to Section 8(c) of this Agreement, for exchange. The
follow-up letter will be mailed with a Letter of Transmittal, return envelope,
and W-9 Guidelines. After the one-year anniversary of the Effective Time, for
the purpose of locating lost holders and encouraging their participation in the
exchange, Mellon may use the services of a stockholder locating service
provider whose fees are paid by the located stockholders, provided that the
maximum fee charged to the located stockholder does not exceed the lesser of
15% of the total value of such stockholder's merger consideration or the
maximum statutory fee permitted by the applicable state jurisdiction.
14. ESCHEATMENT. Mellon shall identify, report and deliver all
unexchanged securities and related unclaimed property to all states and
jurisdictions for the Company in accordance with the applicable abandoned
property law.
15. AUTHORIZATIONS AND PROTECTION. As agent for the Company hereunder
Mellon:
(a) may rely on and shall be fully authorized and protected in
acting or failing to act upon any certificate, instrument, opinion, notice,
letter, telegram, telex, facsimile transmission or other document or security
delivered to Mellon by any authorized representative of the Company and
believed by Mellon to be genuine and to have been signed by the proper party or
parties;
(b) may rely on and shall be fully authorized and protected in
acting or failing to act upon the written, telephonic and oral instructions of
any authorized representative of the Company with respect to any matter
relating to Mellon acting as exchange agent pursuant to this Agreement;
(c) may perform any of its duties hereunder either directly or by
or through agents or attorneys; and may consult with counsel satisfactory to
Mellon (including internal counsel), and the advice of such counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered, or omitted by Mellon hereunder in good faith and in accordance with
the advice of such counsel;
(d) shall be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value, or genuineness of any
certificates or the Old Shares represented thereby surrendered hereunder or New
Shares issued in exchange therefor, and will
7
<PAGE>
not be required to or be responsible for and will make no representations as
to, the validity, sufficiency, value or genuineness of the Merger;
(e) shall not be liable or responsible for any recital or
statement contained in the Merger Agreement or any other documents relating
thereto;
(f) shall not be liable or responsible for any failure on the
part of the Company or any other party to comply with any of its covenants and
obligations relating to the Merger, including without limitation obligations
under applicable securities laws;
(g) shall have no obligation to make any exchange unless the
Company shall have provided a sufficient number of certificates for New Shares,
or to make any payment for fractional shares unless the Company shall have
provided the necessary federal or immediately available funds to pay in full
amounts due and payable with respect thereto;
(h) shall not be liable to a holder of Old Shares for any New
Shares or dividends thereon or, if applicable, cash in lieu of fractional
interests, delivered to a public official pursuant to applicable abandoned
property law;
(i) shall not be obligated to take any legal action hereunder;
if, however, Mellon determines to take any legal action hereunder, and where
the taking of such action might, in Mellon's judgment, subject or expose it to
any expense or liability, Mellon shall not be required to act unless it shall
have been furnished with an indemnity reasonably satisfactory to it;
(j) shall have no duties or obligations other than those
specifically set forth herein or as may subsequently be agreed to in writing by
Mellon and the Company;
(k) shall not be authorized, and shall have no obligation, to pay
any brokers, dealers, or soliciting fees to any person.
16. INDEMNIFICATION. The Company covenants to indemnify Mellon for, and
hold Mellon harmless from and against, any loss, liability, claim or expense
("Loss") arising out of or in connection with its duties under this Agreement
or this appointment, including the costs and expenses of defending itself
against any Loss or enforcing this Agreement, provided that Mellon shall not be
indemnified and held harmless with respect to any such Loss incurred or
suffered by Mellon as a result of, or arising out of, Mellon's gross
negligence, bad faith, or willful misconduct in the performance of its
obligations hereunder. Anything in this Agreement to the contrary
notwithstanding, in no event shall the Company be liable for special, indirect,
incidental or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if Mellon has been advised of the
likelihood of such damages and regardless of the form of action.
17. LIMITATION OF LIABILITY.
(a) Anything in this agreement to the contrary notwithstanding,
in no event shall Mellon be liable for special, indirect, incidental or
consequential loss or damage of any kind
8
<PAGE>
whatsoever (including but not limited to lost profits), even if Mellon has been
advised of the possibility of such damages and regardless of the form of
action. Any liability of Mellon will be limited to the amount of fees paid by
the Company to Mellon hereunder.
(b) In the event any question or dispute arises with respect to
the proper interpretation of the Merger Agreement, this Agreement or Mellon's
duties hereunder or the rights of the Company or of any stockholders
surrendering certificates for Old Shares in the exchange pursuant to the Merger
Agreement, Mellon shall not be required to act and shall not be held liable or
responsible for refusing to act until the question or dispute has been
judicially settled (and Mellon may, if it deems it advisable, but shall not be
obligated to, file a suit in interpleader or for a declaratory judgment for
such purpose) by final judgment rendered by a court of competent jurisdiction,
binding on all stockholders and parties interested in the matter which is no
longer subject to review or appeal, or settled by a written document in form
and substance satisfactory to Mellon and executed by the Company and each such
stockholder and party. In addition, Mellon may require for such purpose, but
shall not be obligated to require, the execution of such written settlement by
all the stockholders and all other parties that may have an interest in the
settlement.
18. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Company represents,
warrants and covenants that (a) it is duly incorporated, validly existing and,
to the extent applicable, in good standing under the laws of its' jurisdiction
of incorporation, (b) the making and consummation of the Merger Agreement and
the execution, delivery and performance of all transactions contemplated
thereby (including without limitation this Agreement) have been duly authorized
by all necessary corporate action and will not result in a breach of or
constitute a default under the certificate of incorporation or bylaws of the
Company or any material indenture, agreement or instrument to which it is a
party or is bound, (c) this Agreement has been duly executed and delivered by
the Company and constitutes the legal, valid, binding and enforceable
obligation of it, (d) the Merger will comply in all material respects with all
applicable requirements of law and (e) to the best of its knowledge, there is
no material litigation pending or threatened as of the date hereof in
connection with the Merger.
19. NOTICES. All notices, demands and other communications given pursuant
to the terms and provisions hereof shall be in writing, shall be deemed
effective on the date of receipt, and may be sent by facsimile, overnight
delivery services, or by certified or registered mail, return receipt requested
to:
If to the Company: with an additional copy to:
Instinet Group Incorporated Cleary, Gottlieb, Steen & Hamilton
3 Times Square One Liberty Plaza
New York, NY 10036 New York, NY 10006
Attn: Paul A. Merolla, Esq. Attn: Yvette P. Teofan, Esq.
Tel: 212-310-7548 Tel: 212-225-2636
Fax: 646-223-9017 Fax: 212-225-3999
If to Mellon: with an additional copy to:
9
<PAGE>
Mellon Investor Services LLC Mellon Investor Services LLC
Overpeck Centre Overpeck Centre
85 Challenger Road 85 Challenger Road
Ridgefield Park, NJ 07660 Ridgefield Park, NJ 07660
Attn: Relationship Administrator Attn: Legal Department
Tel: Tel: 201-373-7155
Fax: Fax: 201-373-7166
20. SPECIMEN SIGNATURES. Set forth in Exhibit B hereto is a list of the
names, titles and specimen signatures of the persons authorized to act for the
Company under this Agreement. The Secretary of the Company shall, from time to
time, certify to Mellon the names, titles and signatures of any other persons
authorized to act for the Company under this Agreement.
21. FEES. The Company shall pay to Mellon compensation in accordance with
the fee schedule (Exhibit C & Appendix B of the Letter of Intent) hereto,
together with reimbursement for out-of-pocket expenses, including reasonable
fees and disbursements of counsel, regardless of whether any Old Shares are
surrendered to Mellon, for Mellon's services as exchange agent hereunder.
22. TERMINATION. The Company may terminate this Agreement at any time by
so notifying Mellon in writing. Mellon may terminate this Agreement upon 30
days' prior written notice to the Company. Upon any such termination, Mellon
shall be relieved and discharged of any further responsibilities with respect
to its duties hereunder. Subject to payment of all outstanding fees and
expenses due to Mellon hereunder, Mellon will forward to the Company or its
designee promptly any certificate for Old Shares, Letter Of Transmittal or
other document that Mellon may receive after its appointment has so terminated.
Unless terminated, this Agreement shall continue in effect until all Old Shares
have been received and exchanged.
23. MISCELLANEOUS.
(a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, applicable to contracts made
and to be performed entirely in such State.
(b) No provision of this Agreement may be amended, modified or
waived, except in a written document signed by both parties.
(c) In the event that any claim of inconsistency between this
Agreement and the terms of the Merger Agreement arise, as they may from time to
time be amended, the terms of the Merger Agreement shall control, except with
respect to the duties, liabilities and rights, including compensation and
indemnification of Mellon as exchange agent, which shall be controlled by the
terms of this Agreement.
(d) If any provision of this Agreement shall be held illegal,
invalid, or unenforceable by any court, this Agreement shall be construed and
enforced as if such provision had not been
10
<PAGE>
contained herein and shall be deemed binding and enforceable to the full extent
permitted by applicable law.
(e) This Agreement shall be binding upon, inure to the benefit
of, and be enforceable by, the respective successors and assigns of the parties
hereto.
(f) This Agreement may not be assigned by either party without
prior written consent of both parties.
(g) Mellon shall not be liable for any failure or delay arising
out of conditions beyond its reasonable control including, but not limited to,
work stoppages, fires, civil disobedience, riots, rebellions, storms,
electrical, mechanical, computer or communications facilities failures, acts of
God or similar occurrences.
(h) Sections 15, 16, 17, 19 and 21 hereof shall survive
termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officers as of the day and year above written.
INSTINET GROUP INCORPORATED
By: /s/ Paul A. Merolla
------------------------------------------
Name: Paul A. Merolla
Title: Executive Vice President and General Counsel
MELLON INVESTOR SERVICES LLC
By: /s/ Jennifer A. Colucci
------------------------------------------
Name: Jennifer A. Colucci
Title: Event Manager
Exhibit A List of Affiliates
Exhibit B List of Authorized Representatives
Exhibit C Schedule of Fees
11