GLOSSARY

Quick Find	A	B	C	D	E	F	G	H	I	J	K	L	M	N	O	P	Q	R	S	T	U	V	W	X	Y	Z

A

Affidavit of Loss/ Affidavit of Non-Receipt: A written statement that attests to the fact that a bondholder is not in possession of his/her certificate. The affidavit must be notarized.

Asset/Mortgage-Backed Financings (Structured Financings/Asset Securitizations): A written statement that attests to the fact that a bondholder is not in possession of his/her certificate. The affidavit must be notarized.

Auction Agent: We assemble bids for each interest rate reset date and act on instructions from existing and potential investors on their intent to hold or sell their bonds. Auction securities are intermediate and long-term bonds whose rates are determined periodically

C

CUSIP Number: A number assigned by the Committee on Uniform Securities Identification Procedures. Used to identify the issuer and type of security issued located on bond certificate

Custodian: A bank or other agent that safe keeps securities for clients.

Convertible Bonds: Seeking to raise capital in the U.S. can issue these equity-linked debt securities, which can be converted into common stock or Depositary Receipts (ADRs or GDRs). We assist companies issuing convertible bonds by providing account administration and documentation review for global, public and private placement (including 144A) transactions.

Conversion Agent: The Bank receives bonds for conversion into common or preferred stock or Depositary Receipts and effects the conversion. If the conversion is for Depositary Receipts, we then act as depositary for the equity. If the conversion results in common or preferred stock, we act as transfer agent.

Common Depositary: We provide common depositary services by acting as safekeeping agent on behalf of Euroclear and Clearstream for a wide range of financing instruments, including equities, Depositary Receipts (ADRs and GDRs), long-term debt and money market instruments. Instruments supported include Euro Medium-Term Notes, Eurobonds and Euro Commercial Paper.

Call Option: A bond feature allowing the issuer to pay off all or part of the debt before the maturity date. The process is called redemption.

Calculation Agent:We gather and utilize the indices specified in an agreement governing debt securities (e.g., an indenture) to calculate the amount of interest due on a given security.

D

Debentures: Most common corporate bonds. Backed by credit of issuer instead of specific assets.

Debt Depositary Receipts: These securities represent investor interest in debt instruments, most commonly certificates of deposit. We hold the underlying debt in custody. The Bank of New York Mellon, the world's leading depositary bank, issues the Depositary Receipts, making them eligible for centralized depository services.

Defeasance Agent: We receive the cash or securities that repay the original debt being defeased, disburse funds as directed, provide monthly statements of activity, and hold and invest funds based upon instructions from the issuer.

Derivative Instruments: We have a wide range of experience in providing the specialized services required by today's innovative derivative instruments. Our services include acting as auction agent, custodian and calculation agent for customized instruments worldwide. We also service other products, such as auction-preferred securities and those that are converted from long-term, fixed-rate bonds into short-term securities.

E

EuroBond/EuroNotes: These are an important source of capital for multinational companies and non-U.S. governments, including emerging markets. We authenticate and deliver the bonds, and as paying agent, distribute the interest. The Bank provides a network of paying agents throughout Europe and supports this effort through our administrative and operations staff in London and New York.

Escrow/Collateral Agent: An independent party to hold and administer designated assets in connection with the pending completion of a business transaction among a number of parties. The agreement among the business transaction parties and the agent spells out its duties.

Escheat: Return of property to the state if abandoned or left by a person who died without making a will. If the rightful owners or heirs later appear, they can claim the property.

Euro Commercial Paper: This type of debt is short-term, maturing no more than 270 days from issuance. Our comprehensive services include full documentation review and account administration in London and New York, fully automated processing capabilities, an international network of paying agents, and extensive reporting capabilities.

Euro Medium-Term Notes (MTNs): The increasing sophistication of this market has led to specialized processing requirements that demand highly flexible systems to support the issuer. Our sophisticated MTN system offers customized reports on-line to issuers around the globe.

I

Insurance Trustee: We hold, service and administer a trust fund established by a reinsurance company. Reinsurance companies, many of which are non-U.S. companies or U.S. branches of foreign companies, establish reinsurance trusts to satisfy U.S. regulatory requirements connected with reinsurance agreements. The Bank of New York Mellon is one of the few banks to specialize in this field.

Inheritance Tax Waiver: A state-issued form required by most states to transfer bonds from a deceased individual. Issued by the state of residence of the decedent if no inheritance tax is due or if the inheritance tax has been paid.

Indenture: Legal document that governs a debt issue. Signed by the issuer and the trustee, it details the responsibilities of the issuer the trustee and the bondholders.

Interest: The amount a borrower pays a lender for the use of a lender's money. When the borrower is a debt issuer, the lenders are debt-holders, who receive periodic interest payments.

J

Joint Tenants: An account in which several people have an ownership interest and whose assets are inherited by its survivors upon the death of any participant.

L

Legal Item: Redemptions or transfers which require special documents because they involve the settlement of estates of deceased bondholders, trust accounts, or corporation holdings.

M

Municipal Bonds: Debt obligation issued by a state or local municipal entity. The funds raised may support a government's general financial needs or may be spent on a special project such as housing development or a sewage treatment plant.

Medallion Signature Guarantee: A type of signature guarantee issued by financial institutions that are members of the Securities Transfer Association Medallion Program, New York Stock Exchange Medallion Program or Stock Exchange Medallion Program. Required for most types of bond transfers.

P

Prospectus: Legal document for investors of new securities that gives a detailed analysis of the company's financial history, products, services and management. Also, assesses the various risks that the company faces.

Put Option: A Bond feature which gives the bondholder the right to redeem the bond before the maturity date.

Probate: A judicial process whereby the will of a deceased person is presented to a court and an Executor or Administrator is appointed to carry out the will's instructions.

Project Financings: When a company/municipality issues debt to fund a particular project or facility, we provide expert trustee services. Specifically, we invest the bond proceeds according to the issuer's instructions and facilitate the periodic withdrawal of monies needed to cover the project's costs. The Bank, with its global network, is well-positioned to provide the required local and global administrative services. In addition, we handle clients' currency conversion and funds transfer needs.

R

Reg S/144A Securities: When securities are purchased for investment (as opposed to resale), it is a private placement or 144A transaction. Unlike a public offering, 144A transactions do not have to be registered with the Securities and Exchange Commission. The Bank of New York Mellon has extensive experience in dealing with the many types of products offered under 144A provisos in both debt and equity form.

Registered Bondholder: Bondholders holding bonds in their own name, as opposed to "Street Name".

Registrar/Paying Agent: We pay both principal and interest on fully registered or bearer bonds, maintain detailed records of all items paid by series and issue, perform on-line detection of stopped and called items, prepare tax information reports, including all 1099s and 1042s, and perform quarterly tax reporting for global bearer instruments.

Record Date: The day on which a company closes its bondholder register for the purpose of identifying the recipients of a forthcoming income payment or other rights.

S

Surety Company: Usually an insurance company, that guarantees the faith of another. Used during the stock certificate replacement process, whereby a surety bond in the amount of two percent of the market value of the security to be replaced must be issued.

Secured Notes/Bonds: Debt issuers may want to obtain a higher rating or increased marketability by securing the debt with a company asset (real property). We provide administrative services for secured financings through our relationships with expert local service providers in over 71 countries.

Small Estate Affidavit: An estate with a dollar value under limitations stipulated by the state of residence of a decedent may be able to avoid probate through use of this form. Each state has different requirements for use of a Small Estate Affidavit.

"Street Name" Securities: Securities held in the name of a brokerage firm on behalf of debt-holders, or securities held in a name other than the owner's.

T

Tender/Exchange Agent: We act as depositary/exchange agent for non-U.S. acquirers who purchase the stock of a U.S. publicly held corporation through a leveraged buyout, merger, acquisition, debt repurchase or odd-lot tender offer. Since tender offers usually require around-the-clock operations against deadlines, the Bank accommodates midnight expirations and withdrawal periods in which submitted Letters of Transmittal may be returned to the shareowner.

Tender Offering: An offer to buy shares of a corporation, usually at a premium above the shares' market price. A tender offer may arise from friendly negotiations between the company and a corporate suitor who must file a statement with the Securities and Exchange Commission.

Trustee/Fiscal Agent: We assist corporations and governmental entities raising funds through the issuance of debt securities or bonds.

Tenants by Entireties: In certain states, a securities account owned jointly by husband and wife in which the assets legally transfer to the spouse upon the death of either party.

Tenants in Common: Effectively a partnership account in which each tenant has a divisible interest.

W

Warrants: These securities are generally issued together with a bond or preferred stock, and entitle the holder to buy a proportionate amount of common stock at a specified price, usually higher than the market price at the time of issuance. The Bank of New York Mellon makes the necessary arrangements for the issuance of common stock, Depositary Receipts or any other entitlement the warrant requires.

Y

Yankee Bonds: These U.S. dollar-denominated bonds are issued in the United States by non-U.S. banks, corporations, and governments. Similarly, Yankee Certificates of Deposit are negotiable CDs issued in the United States by branches and agencies of non-U.S. banks. As trustee and fiscal agent, we perform several services, including reviewing the fiscal agency agreement or trust indenture, authenticating and delivering securities when issued, making semi-annual interest payments, and maintaining account records.

Z

Zero-Coupon Bonds: This market has continued to evolve and now includes a convertible feature which allows the issuer to pay back the proceeds in various ways, depending on market circumstances. We are experienced in servicing all forms of zero-coupon securities, from documentation review and account administration to the preparation of accretion reports detailing the bonds' accrued interest.