EXCERPT FROM MINUTES OF BOARD OF DIRECTORS
MEETING ON OCTOBER 19, 2000
OF BDI INVESTMENT CORPORATION
RELATING TO
RATIFICATION OF CUSTODIAN
RATIFICATION OF CUSTODIAN
WHEREAS, BDI Investment Corporation (the "Fund") has previously entered
into an agreement with Dean Witter Reynolds & Co. ("Dean Witter") appointing
Dean Witter to serve as custodian of the Fund; and
WHEREAS, the Board has reviewed the existing agreement and has
concluded that it would be desirable and in the best interests of the Fund and
its shareholders to continue to employ Dean Witter as the Fund's custodian.
NOW, THEREFORE, BE IT
RESOLVED, that the continuing employment of Dean Witter as the Fund's
custodian is hereby ratified, confirmed and approved; and be it
FURTHER RESOLVED, that the existing custodian agreement between the
Fund and Dean Witter shall remain in effect without modification or change for
the ensuing year, and be it
FURTHER RESOLVED, that the proper officers of the Fund are hereby
authorized to take all actions required to continue the relationship with Dean
Witter and to provide notice of the foregoing ratification to the Securities and
Exchange Commission.
/s/ Teresa Whorton
--------------------------------
TERESA WHORTON, TREASURER
<PAGE>
BDI INVESTMENT CORPORATION
10983 VIA FRONTERA o SAN DIEGO, CALIFORNIA 92127 o (619) 451-0250
November 28, 1988
Dean Witter Reynolds, Inc.
2386 Faraday Avenue, Suite 200
Carlsbad, CA 92008
Gentlemen:
You have previously opened an Active Assets Account in the name of the
undersigned. This account is being maintained as a custodian account and you
have agreed to hold therein securities deposited with or collected by you for
such account. This letter agreement will supplement the terms of the Active
Assets Account Agreement, a copy of which is annexed hereto. This agreement
shall remain in force until revoked by thirty days written notice sent by
registered mail by either party to the other.
All written directions with respect to this account must be personally
signed by the Chairman or the President of the undersigned unless sufficient
written authority shall have been filed with you, delegating to some other
person or persons the power to give directions. However, in your discretion, you
may accept such directions whether given orally, by telephone, telegraph, or
telecopy, which you believe to be genuine.
All property held by you in this account shall be kept with the care
exercised as to your own securities, and you assume entire responsibility for
loss of any securities to the extent of the market value thereof at the date of
the discovery of such loss. You agree to maintain in full force and effect
during the term of this agreement an excess securities bond for the benefit of
the undersigned, which provides not loss than $22,500,000 in excess coverage in
the event that you shall become insolvent and all primary coverage for such
loss, including any SIPC coverage, shall be exhausted. You agree to provide not
less than thirty (30) days advance notice of any termination of or material
modification to this coverage.
<PAGE>
DEAN WITTER REYNOLDS, INC.
November 28, 1988
Page Two
You acknowledge and understand that the undersigned is an investment
company registered under the Investment Company Act of 1940 (the "Act") and in
performing your duties, you agree to comply with the provisions of Rule 17f-1
adopted by the Securities and Exchange Commission (the "SEC") under the Act.
Without limiting the generality of the foregoing, you agree as follows:
1. To deliver all eligible securities to a clearing agency and to
utilize such clearing agency to hold such securities for the benefit of the
undersigned. Any arrangements which you develop to utilize a clearing agency
shall comply with Rule 17f-4(d). Specifically (i) the securities shall be
deposited by the clearing agency in an account which includes only assets held
by you for customers, (ii) written confirmation of any transfers to or from the
account shall be furnished to the undersigned, (iii) you shall, by book-entry or
otherwise, identify as belonging to the undersigned, a quantity of securities in
a fungible bulk which are registered in your name on the clearing agency's
books, and (iv) you shall furnish to the undersigned copies of any reports you
receive from time to time from the clearing agency on your system of internal
accounting controls.
2. Securities which are not eligible for deposit with a clearing
agency shall be delivered to the undersigned and shall not be held by you.
3. You shall have no power or authority to assign, hypothecate, pledge
or otherwise dispose of any of the securities, except at the direction and for
the account of the undersigned.
4. The securities shall not be subject to any lien or charge in your
favor.
The provisions of paragraphs 2, 3 and 4 above shall not apply to
securities bought for or sold to the undersigned by you until the securities
have been reduced to physical possession and have been paid for by the
undersigned, provided that you shall take possession of such securities at the
earliest practicable time.
<PAGE>
DEAN WITTER REYNOLDS, INC.
November 28, 1988
Page Three
ADDITIONAL INSTRUCTIONS
1. A statement of securities held in the account shall be forwarded to
the undersigned monthly.
2. The proceeds of sales, redemptions, collections and other receipts,
including dividends, interest and other income shall be deposited in the Active
Assets Account of the undersigned. Account Number 275-10446-007.
3. You are to promptly notify the undersigned upon receipt of notice
by you of any call for redemption and shall take such action in respect thereto
as may be required in order to deliver the securities being redeemed to the
redemption agent, to collect the proceeds of the redemption and to deposit such
proceeds in the undersigned's account.
4. Bonds are to be held in registered form and may be registered in
the name of your nominee.
5. You agree to mail to the undersigned on the date of receipt, or as
promptly thereafter as possible, confirmation of receipt of any security
delivered to you and agree to deposit in the account of the undersigned, and
credit on the day of receipt, all dividends, interest and other income as well
as the proceeds of sales and redemptions of securities and to mail advices of
each such transaction on the date of deposit.
Very truly yours,
BDI INVESTMENT CORPORATION
BY: /s/ Arthur Brody
-------------------------------
Arthur Brody, Chairman
ACCEPTED:
DEAN WITTER REYNOLDS, INC.
By: /s/ Stephen J. Cohen
---------------------------
Authorized Officer
Date: 12/8/88
--------------------------
<PAGE>
[LOGO BANNER -- Active Assets Account
FOR BUSINESSES, NON-PROFIT ORGANIZATIONS AND INSTITUTIONS]
CLIENT INFORMATION
--------------------------------------------------------------------------------
STANDARD WALLET CHECKS ARE [ ] DESKTOP CHECK [ ] STUBS
SUPPLIED OR YOU MAY SELECT OPTIONAL STYLE
CHECKS AT AN ADDITIONAL CHARGE [ ] BUSINESS [X] REGISTER
--------------------------------------------------------------------------------
-------------------------
ENTER 1st 101 OR HIGHER
CHECK NO. --------------
DESIRED 0 | 1 | 0 | 1
-------------------------
PRINT NAME AND ADDRESS EXACTLY AS YOU WANT THEM TO APPEAR ON CHECKS AND VISA
CARD, TYPE OR PRESS HARD.
--------------------------------------------------------------------------------
NAME OF BDI INVESTMENT CORP ORGANIZATION NAME TO
1 ORGANIZATION APPEAR ON CARD (S)?
[ ] YES [X] NO
--------------------------------------------------------------------------------
NAME OF
2 AUTHORIZED
INDIVIDUAL (PRIMARY)
--------------------------------------------------------------------------------
BUSINESS ADDRESS
(STREET) 10983 VIA FRONTERA
SAN DIEGO, CA 92127
--------------------------------------------------------------------------------
OPTIONAL IMPRINT
ON CHECKS
--------------------------------------------------------------------------------
IMPORTANT > PLEASE CIRCLE THE NUMBER DIRECTLY ABOVE THE FIRST LETTER OF YOUR
LAST NAME ON EACH NAME LINE ABOVE.
-------------------------------------- ------------------------------------
DWR ACCOUNT BUSINESS
NUMBER 2 7 5 0 1 0 4 4 6 PHONE 6 1 9 4 5 1 - 0 2 5 0
-------------------------------------- ------------------------------------
------------------------------------------------------------------------
ACTIVE ASSETS MONEY TRUST 310
TRUST -------------------------------------------------------
SELECTION ACTIVE ASSETS TAX FREE TRUST 311 X
(CHECK ONE) -------------------------------------------------------
ACTIVE ASSETS GOVT.
SECURITIES TRUST 303
-------------------------------------------------------
ACTIVE ASSETS INSURED ACCT, AVAILABLE ONLY
TO NOT FOR PROFIT
ORGANIZATIONS 301
------------------------------------------------------------------------
# CARDS 0, 1, 2 ---
-------------------------------------------------------
CARD OPTIONS
INDICATE NUMBER OF PRIMARY INDIVIDUAL 0
CARDS PER NAME. -----------------------------------
MAXIMUM OF 2
CARDS PER ACCOUNT. SECONDARY INDIVIDAL 0
-------------------------------------------------------
--------------------
FISCAL YEAR [ ] MY BUSINESS/INSTITUTION
M | M | | D | D | IS REGISTERED IN THE U.S.
--------------------
<PAGE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
PRIMARY PURPOSE OF [X] INVESTMENT [ ] INTEREST-BEARING [ ] BORROWING [ ] RECORDKEEPING/ [ ] OTHER _____________________
YOUR AAA ACCOUNT CHECKING ACCOUNTING (Please Specify)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ORGANIZATION [ ] PROFESSIONAL CORPORATION (Including Professional Association) [ ] PARTNERSHIP
OF [ ] SUBCHAPTER S CORPORATION [ ] GOVERNMENT
BUSINESS [ ] OTHER CORPORATION [ ] NON-PROFIT
[ ] SOLE PROPRIETORSHIP [ ] UNIFORM GIFT TO MINORS ACT
(CHECK ONE) [ ] OTHER _____________________________
(Please specify)
---------------------------------------------------------------------------------------------------------------------------------
MAJOR INDUSTRY/ [ ] ACCOUNTING [ ] FINANCIAL [ ] MEDICAL
LINE OF BUSINESS [ ] AGRICULTURAL [ ] FOOD/BEVERAGE [ ] RETAIL
[ ] COMMUNICATIONS [ ] LEGAL [ ] WHOLESALE
(CHECK ONE THAT [ ] COMSTRUCTION/ARCHITECTURE [ ] MANUFACTURING [ ] OTHER _____________________________
BEST DESCRIBES ENGINEERING (Please specify)
YOUR BUSINESS)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE SHOULD BE SAME AS THOSE DESIGNATED IN CORPORATE RESOLUTION
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DATE DATE
X /s/ Arthur Brody 3/17/84 X /s/ Donald Brody 3/17/84
------------------------ -------------------------------
---------------------------------------------------------------------------------------------------------------------------------
BELOW FOR DEAN WITTER REYNOLDS USE ONLY
---------------------------------------------------------------------------------------------------------------------------------
ACCOUNT EXECUTIVE SIGNATURE BRANCH-AE# DATE BRANCH MANAGER SIGNATURE DATE
X /s/ Stephen J. Cohen 275/007 3/17/84 X /s/ Stephen J. Cohen 3/17/84
---------------------------------------------------------------------------------------------------------------------------------
[ ] DWR EMPLOYEE [ ] SEARS EMPLOYEE
DOCUMENT CHECKLIST: ARTICLES OF INCORPORATION/
[ ] AAA AGREEMENT [ ] CORPORATE RESOLUTION (CASH/MARGIN) [ ] CHARTER BY LAWS/LETTER [ ] BROKER TO BROKER
OR GUARDIANSHIP TRANSFER PAPERS
(PROVIDED BY ORGANIZATION)
</TABLE>
[LOGO - DEAN WITTER REYNOLDS]
<PAGE>
[LOGO BANNER -- Active Assets Account
FOR BUSINESSES, NON-PROFIT ORGANIZATIONS AND INSTITUTIONS]
DWR ACCOUNT NUMBER
CORPORATE RESOLUTION PLEASE "X" APPLICABLE BOX ---------|------------
FOR TYPE OF ACCOUNT 2 7 5 | 0 1 0 4 4 6
[X] CASH [_] MARGIN ---------|------------
To Dean Witter Reynolds Inc.:
The undersigned Corporation, BDI CORPORATION, (the "Corporation") by
its Chairman of the Board, Arthur Brody, hereby authorizes you to open an Active
Assets Account in the of the Corporation, pursuant to the resolutions below
which were duly adopted by the Board of Directors of the Corporation as of Dec
7, 1983 until revoked by the Corporation by written notice sent to you at your
branch office a 6037 Laflecha Racho, Santa Fe, CA.
BDI CORPORATION
----------------------------------
Corporation
By: /s/ Arthur Brody
-------------------------------
Chairman of the Board
Donald Brody, being the Secretary of BDI CORPORATION, a New Jersey Corporation,
does hereby certify that the following is a true and correct copy of resolutions
unanimously adopted by the Board of Directors of the Corporation as of December
7, 1983, in accordance with the Charter and By-Laws of the Corporation, and that
said Resolutions appear in the Minute Books of the Corporation, and that the
same have not been rescinded or modified, and are in full force and affect.
I further certify that the Corporation is duly organized and existing and has
the power to take the action called for by the foregoing resolutions. I futher
certify that the persons designated below as the officers of this Corporation
have been duly elected to an now hold the offices in this Corporation set forth
opposite their respective names and that the following are their true
signatures.
Arthur Brody /s/ Arthur Brody
--------------------------- -----------------------------------
Chairman of the Board Signature
Joseph Largen
--------------------------- -----------------------------------
President Signature
Donald Brody /s/ Donald Brody
--------------------------- -----------------------------------
Secretary Signature
Joseph Largen
--------------------------- -----------------------------------
Treasurer Signature
<PAGE>
I further certify that the following officers and/or persons have been duly
authorized, individually. I write checks and use VISA(r) cards of the
Corporation pursuant to the FIFTH Resolution below and that the following are
their true signature:
NAME/TITLE SIGNATURE
Arthur Brody, Chairman of the Board /s/ Arthur Brody
----------------------------------- -----------------------------------
Donald Brody, Secretary /s/ Donald Brody
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
----------------------------------- -----------------------------------
[IMPRESSION OF BDI CORPORATION'S SEAL]
-------------------------- IN WITNESS WHEREOF, I have hereunto affixed my
PLEASE AFFIX hand and the seal of the Corporation, this 17th
CORPORATE SEAL HERE day of March, 1984.
(IF UNAVAILABLE, PROVIDE
NOTARIZED RESOLUTION /s/ Donald Brody
-------------------------- -----------------------------------------------
(Secretary)
CERTIFIED COPY OF CERTAIN RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
FIRST: Resolved that the Corporation is authorized and empowered to open an
Active Assets Accounts with Dean Witter Reynolds, Inc. as described in the
Active Assets Accounts Agreement. The Active Assets Account consists of (1) a
cash/margin securities accounts ("Securities Account"); (2) Visa(r) card/check
account ("Visa(r) Account) With & bank; and (3) selection of one of three
no-load money market funds.
SECOND: Resolved that the Securities Account shall be a Cash Account or Margin
Account for the purpose of purchasing, selling (including short sales),
transferring, exchanging and pledging any and all forms of securities (if a
margin account) including, but not limited to options, certificates of deposit
or any other type of securities. All orders and instructions, written or oral,
relating to the active Assets Account shall be given by the Chairman of the
board, and each of them individually is hereby authorized and directed to
purchase and/or sell and/or deal in any and all stocks, bonds or other
securities, and any one of the aforementioned officers or persons may deliver or
accept delivery of and/or pledge and/or endorse and/or direct the transfer of
record title of any and all stocks, bonds and other securities held or owned
beneficially by this Corporation.
THIRD: Resolved that Dean Witter Reynolds Inc. may deal with any and all of the
aforementioned officers and/or persons directly empowered herein as though it
were dealing with the Corporation directly.
FOURTH: Resolved that each of the aforesaid officers of this Corporation be, and
hereby are, authorized and directed to execute and deliver on behalf of this
Corporation any and all agreements, documents, releases and writings that may be
required by Dean Witter Reynolds Inc.
FIFTH: Resolved that NAME/TITLE NAME/TITLE
Arthur Brody Chairman of the Board
------------------------------------------ ---------------------------------
Donald Brody Secretary
------------------------------------------ ---------------------------------
--------------------------------------------------------------------------------
are hereby authorized and empowered individually, with counter-signature or
co-signature, to write checks, to use Visa(r) Cards and to execute sales drafts
or cash advance drafts on the Corporation's Visa(r) Account in accordance with
the terms of the Active Assets Account Agreement. Additionally, the corporation
shall exercise due diligence to prevent unauthorized use of the Visa(r) Account.
SIXTH: Resolved that the Secretary of the Corporation be and hereby is
authorized, empowered and directed to certify, under the seal of the Corporation
to Dean Witter Reynolds, Inc.
(a) a true copy of these resolutions;
(b) specimen signatures of each and every person by these resolutions
empowered: and
(c) a certificate (which if required by Dean Witter, shall be supported by an
opinion of the general counsel of the Corporation, to Dean Witter) that the
Corporation is duly organized and existint, that it's charter empowers it
to transact the business by these resolutions defined and that no
limitation has been imposed upon such powers by the By-Laws or otherwise.
SEVENTH: Resolved that Dean Witter Reynolds Inc. may rely upon any certification
given in accordance with these resolutions as continuing fully effective unless
and until it shall receive, due written notice of the amendment, modification or
rescission of either such resolution or any such certification. Further resolved
that Dean Witter Reynolds Inc. shall not be liable for any act taken upon
instruction of any authorized person prior to receipt at written notice of the
termination of such persons authority. The failure to supply any specimen
signature shall not invalidate any transaction if the transaction if the
transaction is in accordance with authority actually granted.
EIGHTH: Resolved that in the event of any change in the offices of powers of
persons hereby empowered, the Secretary shall certify such changes of Dean
Witter Reynolds Inc., in writing, which certification, when received, shall
terminate the powers of the persons previously authorized and empower the
persons named therein.
