ANY SECURITIES AT ANY TIME DELIVERED TO, OR HELD BY IT OR BY ANY
SUBCUSTODIAN, FOR THE ACCOUNT OF THE CORPORATION AND SPECIFICALLY ALLOCATED TO A
SERIES ARE SUCH AS PROPERLY MAY BE HELD BY THE CORPORATION OR SUCH SERIES UNDER
THE PROVISIONS OF ITS THEN CURRENT PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION, OR TO ASCERTAIN WHETHER ANY TRANSACTIONS BY THE CORPORATION,
WHETHER OR NOT INVOLVING CUSTODIAN, ARE SUCH TRANSACTIONS AS MAY PROPERLY BE
ENGAGED IN BY THE CORPORATION.
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3.
CUSTODIAN MAY, WITH RESPECT TO QUESTIONS OF LAW SPECIFICALLY REGARDING AN
ACCOUNT, OBTAIN THE ADVICE OF COUNSEL AND SHALL BE FULLY PROTECTED WITH RESPECT
TO ANYTHING DONE OR OMITTED BY IT IN GOOD FAITH IN CONFORMITY WITH SUCH ADVICE.
4.
CUSTODIAN SHALL BE UNDER NO OBLIGATION TO TAKE ACTION TO COLLECT ANY
AMOUNT PAYABLE ON SECURITIES IN DEFAULT, OR IF PAYMENT IS REFUSED AFTER DUE
DEMAND AND PRESENTMENT.
5.
CUSTODIAN SHALL HAVE NO DUTY OR RESPONSIBILITY TO INQUIRE INTO, MAKE
RECOMMENDATIONS, SUPERVISE, OR DETERMINE THE SUITABILITY OF ANY TRANSACTIONS
AFFECTING ANY ACCOUNT.
6.
THE CORPORATION SHALL PAY TO CUSTODIAN THE FEES AND CHARGES AS MAY BE
SPECIFICALLY AGREED UPON FROM TIME TO TIME AND SUCH OTHER FEES AND CHARGES AT
CUSTODIAN'S STANDARD RATES FOR SUCH SERVICES AS MAY BE APPLICABLE.
THE
CORPORATION SHALL REIMBURSE CUSTODIAN FOR ALL COSTS ASSOCIATED WITH THE
CONVERSION OF THE CORPORATION'S SECURITIES HEREUNDER AND THE TRANSFER OF
SECURITIES AND RECORDS KEPT IN CONNECTION WITH THIS AGREEMENT.
THE CORPORATION
SHALL ALSO REIMBURSE CUSTODIAN FOR OUT-OF-POCKET EXPENSES WHICH ARE A NORMAL
INCIDENT OF THE SERVICES PROVIDED HEREUNDER.
7.
CUSTODIAN HAS THE RIGHT TO DEBIT ANY CASH ACCOUNT FOR ANY AMOUNT PAYABLE
BY THE CORPORATION IN CONNECTION WITH ANY AND ALL OBLIGATIONS OF THE CORPORATION
TO CUSTODIAN.
IN ADDITION TO THE RIGHTS OF CUSTODIAN UNDER APPLICABLE LAW AND
OTHER AGREEMENTS, AT ANY TIME WHEN THE CORPORATION SHALL NOT HAVE HONORED ANY OF
ITS OBLIGATIONS TO CUSTODIAN, CUSTODIAN SHALL HAVE THE RIGHT WITHOUT NOTICE TO
THE CORPORATION TO RETAIN OR SET-OFF, AGAINST SUCH OBLIGATIONS OF THE
CORPORATION, ANY SECURITIES OR CASH CUSTODIAN OR A CUSTODIAN AFFILIATE MAY
DIRECTLY OR INDIRECTLY HOLD FOR THE ACCOUNT OF THE CORPORATION, AND ANY
OBLIGATIONS (WHETHER MATURED OR UNMATURED) THAT CUSTODIAN OR A CUSTODIAN
AFFILIATE MAY HAVE TO THE CORPORATION IN ANY CURRENCY OR COMPOSITE CURRENCY
UNIT.
ANY SUCH ASSET OF, OR OBLIGATION TO, THE CORPORATION MAY BE TRANSFERRED
TO CUSTODIAN AND ANY CUSTODIAN AFFILIATE IN ORDER TO EFFECT THE ABOVE RIGHTS.
8.
THE CORPORATION AGREES TO FORWARD TO CUSTODIAN A CERTIFICATE OR
INSTRUCTIONS CONFIRMING ORAL INSTRUCTIONS BY THE CLOSE OF BUSINESS OF THE SAME
DAY THAT SUCH ORAL INSTRUCTIONS ARE GIVEN TO CUSTODIAN.
THE CORPORATION AGREES
THAT THE FACT THAT SUCH CONFIRMING CERTIFICATE OR INSTRUCTIONS ARE NOT RECEIVED
OR THAT A CONTRARY CERTIFICATE OR CONTRARY INSTRUCTIONS ARE RECEIVED BY
CUSTODIAN SHALL IN NO WAY AFFECT THE VALIDITY OR ENFORCEABILITY OF TRANSACTIONS
AUTHORIZED BY SUCH ORAL INSTRUCTIONS AND EFFECTED BY CUSTODIAN.
IF THE
CORPORATION ELECTS TO TRANSMIT INSTRUCTIONS THROUGH AN ON-LINE COMMUNICATIONS
SYSTEM