Duty of Authenticating Trustee, Transfer Agent or Registrar

(1)Where a person acts as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of transfers of its COL120106 DIV. 8 INVESTMENT SECURITIES securities or in the issue of new securities or in the cancellation of surrendered securities

(a)He is under a duty to the issuer to exercise good faith and due diligence in performing his functions; and

(b)He has with regard to the particular functions he performs the same obligation to the holder or owner of the security and has the same rights and privileges as the issuer has in regard to those functions.

(2)Notice to an authenticating trustee, transfer agent, registrar or other such agent is notice to the issuer with respect to the functions performed by the agent. ---------- COL120106