AND (II)
BENEFICIAL OWNERSHIP OF THE SECURITIES IS FREELY TRANSFERABLE WITHOUT THE
PAYMENT OF MONEY OR VALUE OTHER THAN FOR SAFE CUSTODY OR ADMINISTRATION.
(C)
WITH RESPECT TO EACH DEPOSITORY, CUSTODIAN (I) SHALL EXERCISE DUE CARE IN
ACCORDANCE WITH REASONABLE COMMERCIAL STANDARDS IN DISCHARGING ITS DUTIES AS A
SECURITIES INTERMEDIARY TO OBTAIN AND THEREAFTER MAINTAIN SECURITIES OR
FINANCIAL ASSETS DEPOSITED OR HELD IN SUCH DEPOSITORY, AND (II) WILL PROVIDE,
PROMPTLY UPON REQUEST BY THE CORPORATION, SUCH REPORTS AS ARE AVAILABLE
CONCERNING THE INTERNAL ACCOUNTING CONTROLS AND FINANCIAL STRENGTH OF CUSTODIAN.
(D)
WITH RESPECT TO EACH FOREIGN DEPOSITORY, CUSTODIAN SHALL EXERCISE
REASONABLE CARE, PRUDENCE, AND DILIGENCE (I) TO PROVIDE THE CORPORATION WITH AN
ANALYSIS OF THE CUSTODY RISKS ASSOCIATED WITH MAINTAINING ASSETS WITH THE
FOREIGN DEPOSITORY, AND (II) TO MONITOR SUCH CUSTODY RISKS ON A CONTINUING BASIS
AND PROMPTLY NOTIFY THE CORPORATION OF ANY MATERIAL CHANGE IN SUCH RISKS.
THE
CORPORATION ACKNOWLEDGES AND AGREES THAT SUCH ANALYSIS AND MONITORING SHALL BE
MADE ON THE BASIS OF, AND LIMITED BY, INFORMATION GATHERED FROM SUBCUSTODIANS OR
THROUGH PUBLICLY AVAILABLE INFORMATION OTHERWISE OBTAINED BY CUSTODIAN, AND
SHALL NOT INCLUDE ANY EVALUATION OF COUNTRY RISKS.
AS USED HEREIN THE TERM
"COUNTRY RISKS" SHALL MEAN WITH RESPECT TO ANY FOREIGN DEPOSITORY:
(A) THE
FINANCIAL INFRASTRUCTURE OF THE COUNTRY IN WHICH IT IS ORGANIZED, (B) SUCH
COUNTRY'S PREVAILING CUSTODY AND SETTLEMENT PRACTICES, (C) NATIONALIZATION,
EXPROPRIATION OR OTHER GOVERNMENTAL ACTIONS, (D) SUCH COUNTRY'S REGULATION OF
THE BANKING OR SECURITIES INDUSTRY, (E) CURRENCY CONTROLS, RESTRICTIONS,
DEVALUATIONS OR FLUCTUATIONS, AND (F) MARKET CONDITIONS WHICH AFFECT THE ORDER
EXECUTION OF SECURITIES TRANSACTIONS OR AFFECT THE VALUE OF SECURITIES.
2.
CUSTODIAN SHALL FURNISH THE CORPORATION WITH AN ADVICE OF DAILY
TRANSACTIONS (INCLUDING A CONFIRMATION OF EACH TRANSFER OF SECURITIES) AND A
MONTHLY SUMMARY OF ALL TRANSFERS TO OR FROM THE ACCOUNTS.
3.
WITH RESPECT TO ALL SECURITIES HELD HEREUNDER, CUSTODIAN SHALL, UNLESS
OTHERWISE INSTRUCTED TO THE CONTRARY:
5
(A)
RECEIVE ALL INCOME AND OTHER PAYMENTS AND ADVISE THE CORPORATION AS
PROMPTLY AS PRACTICABLE OF ANY SUCH AMOUNTS DUE BUT NOT PAID;
(B)
PRESENT FOR PAYMENT AND RECEIVE THE AMOUNT PAID UPON ALL SECURITIES WHICH
MAY MATURE AND ADVISE THE CORPORATION AS PROMPTLY AS PRACTICABLE OF ANY SUCH
AMOUNTS DUE BUT NOT PAID;
(C)
FORWARD TO THE CORPORATION COPIES OF ALL INFORMATION OR DOCUMENTS THAT IT
MAY ACTUALLY RECEIVE FROM AN ISSUER OF SECURITIES WHICH, IN THE OPINION OF
CUSTODIAN, ARE INTENDED FOR THE BENEFICIAL OWNER OF SECURITIES;
(D)
EXECUTE, AS CUSTODIAN, ANY CERTIFICATES OF OWNERSHIP, AFFIDAVITS,
DECLARATIONS OR OTHER CERTIFICATES UNDER ANY TAX LAWS NOW OR HEREAFTER IN EFFECT
IN CONNECTION WITH THE COLLECTION OF BOND AND NOTE COUPONS;
(E)
HOLD DIRECTLY OR THROUGH A DEPOSITORY, A FOREIGN DEPOSITORY, OR A
SUBCUSTODIAN ALL RIGHTS AND SIMILAR SECURITIES ISSUED WITH RESPECT TO ANY
SECURITIES CREDITED TO AN ACCOUNT HEREUNDER; AND
(F)
ENDORSE FOR COLLECTION CHECKS, DRAFTS OR OTHER NEGOTIABLE INSTRUMENTS.
4.
(A)
CUSTODIAN SHALL NOTIFY THE CORPORATION OF RIGHTS OR DISCRETIONARY
ACTIONS WITH RESPECT TO SECURITIES HELD HEREUNDER, AND OF THE DATE