OFFERED BY CUSTODIAN, THE CORPORATION'S USE THEREOF SHALL BE SUBJECT TO
THE TERMS AND CONDITIONS ATTACHED AS APPENDIX I HERETO.
IF CUSTODIAN RECEIVES
INSTRUCTIONS WHICH APPEAR ON THEIR FACE TO HAVE BEEN TRANSMITTED BY AN
AUTHORIZED PERSON VIA (I) COMPUTER FACSIMILE, EMAIL, THE INTERNET OR OTHER
INSECURE ELECTRONIC METHOD, OR (II) SECURE ELECTRONIC TRANSMISSION CONTAINING
APPLICABLE AUTHORIZATION CODES, PASSWORDS AND/OR AUTHENTICATION KEYS, THE
CORPORATION UNDERSTANDS AND AGREES THAT CUSTODIAN CANNOT DETERMINE THE IDENTITY
OF THE ACTUAL SENDER OF SUCH INSTRUCTIONS AND THAT CUSTODIAN SHALL CONCLUSIVELY
PRESUME THAT SUCH WRITTEN INSTRUCTIONS HAVE BEEN SENT BY AN AUTHORIZED PERSON,
AND THE CORPORATION SHALL BE RESPONSIBLE FOR ENSURING THAT ONLY AUTHORIZED
PERSONS TRANSMIT SUCH INSTRUCTIONS TO CUSTODIAN.
IF THE CORPORATION ELECTS
(WITH CUSTODIAN'S PRIOR CONSENT) TO TRANSMIT INSTRUCTIONS THROUGH AN ON-
14
LINE COMMUNICATIONS SERVICE OWNED OR OPERATED BY A THIRD PARTY, THE CORPORATION
AGREES THAT CUSTODIAN SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE RELIABILITY OR
AVAILABILITY OF ANY SUCH SERVICE.
9.
THE BOOKS AND RECORDS PERTAINING TO THE CORPORATION WHICH ARE IN
POSSESSION OF CUSTODIAN SHALL BE THE PROPERTY OF THE CORPORATION.
SUCH BOOKS
AND RECORDS SHALL BE PREPARED AND MAINTAINED AS REQUIRED BY THE '40 ACT AND THE
RULES THEREUNDER. THE CORPORATION, OR ITS AUTHORIZED REPRESENTATIVES, SHALL HAVE
ACCESS TO SUCH BOOKS AND RECORDS DURING CUSTODIAN'S NORMAL BUSINESS HOURS.
UPON
THE REASONABLE REQUEST OF THE CORPORATION, COPIES OF ANY SUCH BOOKS AND RECORDS
SHALL BE PROVIDED BY CUSTODIAN TO THE CORPORATION OR ITS AUTHORIZED
REPRESENTATIVE.
UPON THE REASONABLE REQUEST OF THE CORPORATION, CUSTODIAN SHALL
PROVIDE IN HARD COPY OR ON COMPUTER DISC ANY RECORDS INCLUDED IN ANY SUCH
DELIVERY WHICH ARE MAINTAINED BY CUSTODIAN ON A COMPUTER DISC, OR ARE SIMILARLY
MAINTAINED.
10.
IT IS UNDERSTOOD THAT CUSTODIAN IS AUTHORIZED TO SUPPLY ANY INFORMATION
REGARDING THE ACCOUNTS WHICH IS REQUIRED BY ANY LAW, REGULATION OR RULE NOW OR
HEREAFTER IN EFFECT.
THE CUSTODIAN SHALL PROVIDE THE CORPORATION WITH ANY
REPORT OBTAINED BY THE CUSTODIAN ON THE SYSTEM OF INTERNAL ACCOUNTING CONTROL OF
A DEPOSITORY, AND WITH SUCH REPORTS ON ITS OWN SYSTEM OF INTERNAL ACCOUNTING
CONTROL AS THE CORPORATION MAY REASONABLY REQUEST FROM TIME TO TIME.
11.
CUSTODIAN SHALL HAVE NO DUTIES OR RESPONSIBILITIES WHATSOEVER EXCEPT SUCH
DUTIES AND RESPONSIBILITIES AS ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT, AND
NO COVENANT OR OBLIGATION SHALL BE IMPLIED AGAINST CUSTODIAN IN CONNECTION WITH
THIS AGREEMENT.
ARTICLE IX
TERMINATION
1.
EITHER OF THE PARTIES HERETO MAY TERMINATE THIS AGREEMENT BY GIVING TO
THE OTHER PARTY A NOTICE IN WRITING SPECIFYING THE DATE OF SUCH TERMINATION,
WHICH SHALL BE NOT LESS THAN NINETY (90) DAYS AFTER THE DATE OF GIVING OF SUCH
NOTICE.
IN THE EVENT SUCH NOTICE IS GIVEN BY THE CORPORATION, IT SHALL BE
ACCOMPANIED BY A COPY OF A RESOLUTION OF THE BOARD OF THE CORPORATION, CERTIFIED
BY THE SECRETARY OR ANY ASSISTANT SECRETARY, ELECTING TO TERMINATE THIS
AGREEMENT AND DESIGNATING A SUCCESSOR CUSTODIAN OR CUSTODIANS, EACH OF WHICH
SHALL BE A BANK OR TRUST COMPANY HAVING NOT LESS THAN