LIABLE:
(I) FOR ACTING IN ACCORDANCE WITH ANY CERTIFICATE OR ORAL INSTRUCTIONS
ACTUALLY RECEIVED BY CUSTODIAN AND REASONABLY BELIEVED BY CUSTODIAN TO BE GIVEN
BY AN AUTHORIZED PERSON; (II) FOR ACTING IN ACCORDANCE WITH INSTRUCTIONS
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WITHOUT REVIEWING THE SAME; (III) FOR CONCLUSIVELY PRESUMING THAT ALL
INSTRUCTIONS ARE GIVEN ONLY BY PERSON(S) DULY AUTHORIZED; (IV) FOR CONCLUSIVELY
PRESUMING THAT ALL DISBURSEMENTS OF CASH DIRECTED BY THE CORPORATION, WHETHER BY
A CERTIFICATE, AN ORAL INSTRUCTION, OR AN INSTRUCTION, ARE IN ACCORDANCE WITH
SECTION 2(I) OF ARTICLE II HEREOF; (V) FOR HOLDING PROPERTY IN ANY PARTICULAR
COUNTRY, INCLUDING, BUT NOT LIMITED TO, LOSSES RESULTING FROM NATIONALIZATION,
EXPROPRIATION OR OTHER GOVERNMENTAL ACTIONS; REGULATION OF THE BANKING OR
SECURITIES INDUSTRY; EXCHANGE OR CURRENCY CONTROLS OR RESTRICTIONS, DEVALUATIONS
OR FLUCTUATIONS; AVAILABILITY OF CASH OR SECURITIES OR MARKET CONDITIONS WHICH
PREVENT THE TRANSFER OF PROPERTY OR EXECUTION OF SECURITIES TRANSACTIONS OR
AFFECT THE VALUE OF PROPERTY; (VI) FOR ANY LOSSES DUE TO FORCES BEYOND THE
CONTROL OF CUSTODIAN, INCLUDING WITHOUT LIMITATION STRIKES, WORK STOPPAGES, ACTS
OF WAR OR TERRORISM, INSURRECTION, REVOLUTION, NUCLEAR OR NATURAL CATASTROPHES
OR ACTS OF GOD, OR INTERRUPTIONS, LOSS OR MALFUNCTIONS OF UTILITIES,
COMMUNICATIONS OR COMPUTER (SOFTWARE AND HARDWARE) SERVICES; (VII) FOR THE
INSOLVENCY OF ANY SUBCUSTODIAN (OTHER THAN A CUSTODIAN AFFILIATE), ANY
DEPOSITORY, OR, EXCEPT TO THE EXTENT SUCH ACTION OR INACTION IS A DIRECT RESULT
OF THE CUSTODIAN'S FAILURE TO FULFILL ITS DUTIES HEREUNDER, ANY FOREIGN
DEPOSITORY; OR (VIII) FOR ANY LOSSES ARISING FROM THE APPLICABILITY OF ANY LAW
OR REGULATION NOW OR HEREAFTER IN EFFECT, OR FROM THE OCCURRENCE OF ANY EVENT,
INCLUDING, WITHOUT LIMITATION, IMPLEMENTATION OR ADOPTION OF ANY RULES OR
PROCEDURES OF A FOREIGN DEPOSITORY, WHICH MAY AFFECT, LIMIT, PREVENT OR IMPOSE
COSTS OR BURDENS ON, THE TRANSFERABILITY, CONVERTIBILITY, OR AVAILABILITY OF ANY
CURRENCY OR COMPOSITE CURRENCY UNIT IN ANY COUNTRY OR ON THE TRANSFER OF ANY
SECURITIES, AND IN NO EVENT SHALL CUSTODIAN BE OBLIGATED TO SUBSTITUTE ANOTHER
CURRENCY FOR A CURRENCY (INCLUDING A CURRENCY THAT IS A COMPONENT OF A COMPOSITE
CURRENCY UNIT) WHOSE TRANSFERABILITY, CONVERTIBILITY OR AVAILABILITY HAS BEEN
AFFECTED, LIMITED, OR PREVENTED BY SUCH LAW, REGULATION OR EVENT, AND TO THE
EXTENT THAT ANY SUCH LAW, REGULATION OR EVENT IMPOSES A COST OR CHARGE UPON
CUSTODIAN IN RELATION TO THE TRANSFERABILITY, CONVERTIBILITY, OR AVAILABILITY OF
ANY CASH CURRENCY OR COMPOSITE CURRENCY UNIT, SUCH COST OR CHARGE SHALL BE FOR
THE ACCOUNT OF THE CORPORATION, AND CUSTODIAN MAY TREAT ANY ACCOUNT DENOMINATED
IN AN AFFECTED CURRENCY AS A GROUP OF SEPARATE ACCOUNTS DENOMINATED IN THE
RELEVANT COMPONENT CURRENCIES.
(B)
CUSTODIAN MAY ENTER INTO SUBCONTRACTS, AGREEMENTS AND UNDERSTANDINGS WITH
ANY CUSTODIAN AFFILIATE, WHENEVER AND ON SUCH TERMS AND CONDITIONS AS IT DEEMS
NECESSARY OR APPROPRIATE TO PERFORM ITS SERVICES HEREUNDER.
NO SUCH
SUBCONTRACT, AGREEMENT OR UNDERSTANDING SHALL DISCHARGE CUSTODIAN FROM ITS
OBLIGATIONS HEREUNDER.
(C)
THE CORPORATION AGREES TO INDEMNIFY CUSTODIAN AND HOLD CUSTODIAN HARMLESS
FROM AND AGAINST ANY AND ALL LOSSES SUSTAINED OR INCURRED BY OR ASSERTED AGAINST
CUSTODIAN BY REASON OF OR AS A