KRS 355.8-506: Duty of securities intermediary to exercise rights as directed by

entitlement holder.

A securities intermediary shall exercise rights with respect to a financial asset if directed

to do so by an entitlement holder. A securities intermediary satisfies the duty if:

(1) The securities intermediary acts with respect to the duty as agreed upon by the

entitlement holder and the securities intermediary; or

(2) In the absence of agreement, the securities intermediary either places the entitlement

holder in a position to exercise the rights directly or exercises due care in

accordance with reasonable commercial standards to follow the direction of the

entitlement holder.