MEAN THE VARIOUS PORTFOLIOS, IF ANY, OF THE CORPORATION
LISTED ON SCHEDULE II HERETO, AND IF NONE ARE LISTED REFERENCES TO SERIES SHALL
BE REFERENCES TO THE CORPORATION.
12.
"SECURITIES" SHALL INCLUDE, WITHOUT LIMITATION, ANY COMMON STOCK AND OTHER
EQUITY SECURITIES, BONDS, DEBENTURES AND OTHER DEBT SECURITIES, NOTES, MORTGAGES
OR OTHER OBLIGATIONS, AND ANY INSTRUMENTS REPRESENTING RIGHTS TO RECEIVE,
PURCHASE, OR SUBSCRIBE FOR THE SAME, OR REPRESENTING ANY OTHER RIGHTS OR
INTERESTS THEREIN (WHETHER REPRESENTED BY A CERTIFICATE OR HELD IN A DEPOSITORY
OR BY A SUBCUSTODIAN).
13.
"SUBCUSTODIAN" SHALL MEAN A BANK (INCLUDING ANY BRANCH THEREOF) OR OTHER
FINANCIAL INSTITUTION (OTHER THAN A FOREIGN DEPOSITORY) LOCATED OUTSIDE THE U.S.
WHICH IS UTILIZED BY CUSTODIAN IN CONNECTION WITH THE PURCHASE, SALE OR CUSTODY
OF SECURITIES HEREUNDER AND IDENTIFIED TO THE CORPORATION FROM TIME TO TIME, AND
THEIR RESPECTIVE SUCCESSORS AND NOMINEES.
ARTICLE II
APPOINTMENT OF CUSTODIAN; ACCOUNTS;
REPRESENTATIONS, WARRANTIES, AND COVENANTS
1.
(A)
THE CORPORATION HEREBY APPOINTS CUSTODIAN AS CUSTODIAN OF ALL
SECURITIES AND CASH AT ANY TIME DELIVERED TO CUSTODIAN DURING THE TERM OF THIS
AGREEMENT, AND AUTHORIZES CUSTODIAN TO HOLD SECURITIES IN REGISTERED FORM IN ITS
NAME OR THE NAME OF ITS NOMINEES.
CUSTODIAN HEREBY ACCEPTS SUCH APPOINTMENT AND
AGREES TO ESTABLISH AND MAINTAIN ONE OR MORE SECURITIES ACCOUNTS AND CASH
ACCOUNTS FOR EACH SERIES IN WHICH CUSTODIAN WILL HOLD SECURITIES AND CASH AS
PROVIDED HEREIN.
CUSTODIAN SHALL MAINTAIN BOOKS AND RECORDS SEGREGATING THE
ASSETS OF EACH SERIES FROM THE ASSETS OF ANY OTHER SERIES.
SUCH ACCOUNTS (EACH,
AN "ACCOUNT"; COLLECTIVELY, THE "ACCOUNTS") SHALL BE IN THE NAME OF THE
CORPORATION.
(B)
CUSTODIAN MAY FROM TIME TO TIME ESTABLISH ON ITS BOOKS AND RECORDS SUCH
SUB-ACCOUNTS WITHIN EACH ACCOUNT AS THE CORPORATION AND CUSTODIAN MAY AGREE UPON
(EACH A "SPECIAL
2
ACCOUNT"), AND CUSTODIAN SHALL REFLECT THEREIN SUCH ASSETS AS THE CORPORATION
MAY SPECIFY IN A CERTIFICATE OR INSTRUCTIONS.
(C)
CUSTODIAN MAY FROM TIME TO TIME ESTABLISH PURSUANT TO A WRITTEN AGREEMENT
WITH AND FOR THE BENEFIT OF A BROKER, DEALER, FUTURE COMMISSION MERCHANT OR
OTHER THIRD PARTY IDENTIFIED IN A CERTIFICATE OR INSTRUCTIONS SUCH ACCOUNTS ON
SUCH TERMS AND CONDITIONS AS THE CORPORATION AND CUSTODIAN SHALL AGREE, AND
CUSTODIAN SHALL TRANSFER TO SUCH ACCOUNT SUCH SECURITIES AND MONEY AS THE
CORPORATION MAY SPECIFY IN A CERTIFICATE OR INSTRUCTIONS.
2.
THE CORPORATION HEREBY REPRESENTS AND WARRANTS, WHICH REPRESENTATIONS AND
WARRANTIES SHALL BE CONTINUING AND SHALL BE DEEMED TO BE REAFFIRMED UPON EACH
DELIVERY OF A CERTIFICATE OR EACH GIVING OF ORAL INSTRUCTIONS OR INSTRUCTIONS BY
THE CORPORATION, THAT:
(A)
IT IS DULY ORGANIZED AND EXISTING UNDER THE LAWS OF THE JURISDICTION OF
ITS ORGANIZATION, WITH FULL POWER TO CARRY ON ITS BUSINESS AS NOW CONDUCTED, TO
ENTER INTO THIS AGREEMENT, AND TO PERFORM ITS OBLIGATIONS HEREUNDER;
(B)
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE
CORPORATION, APPROVED BY A RESOLUTION OF ITS BOARD, CONSTITUTES A VALID AND
LEGALLY BINDING OBLIGATION OF THE CORPORATION, ENFORCEABLE IN ACCORDANCE WITH
ITS TERMS, AND THERE IS NO STATUTE,