RESULT OF ANY ACTION OR INACTION, OR ARISING OUT
OF CUSTODIAN'S PERFORMANCE HEREUNDER, INCLUDING REASONABLE FEES AND EXPENSES OF
COUNSEL INCURRED BY CUSTODIAN IN A SUCCESSFUL DEFENSE OF CLAIMS BY THE
CORPORATION; PROVIDED HOWEVER, THAT THE CORPORATION SHALL NOT INDEMNIFY
CUSTODIAN FOR THOSE LOSSES ARISING OUT OF CUSTODIAN'S OWN NEGLIGENCE OR WILLFUL
MISCONDUCT.
THIS INDEMNITY SHALL BE A CONTINUING OBLIGATION OF THE CORPORATION,
ITS SUCCESSORS AND ASSIGNS, NOTWITHSTANDING THE TERMINATION OF THIS AGREEMENT.
2.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CUSTODIAN SHALL BE
UNDER NO OBLIGATION TO INQUIRE INTO, AND SHALL NOT BE LIABLE FOR:
12
(A)
ANY LOSSES INCURRED BY THE CORPORATION OR ANY OTHER PERSON AS A RESULT OF
THE RECEIPT OR ACCEPTANCE OF FRAUDULENT, FORGED OR INVALID SECURITIES, OR
SECURITIES WHICH ARE OTHERWISE NOT FREELY TRANSFERABLE OR DELIVERABLE WITHOUT
ENCUMBRANCE IN ANY RELEVANT MARKET;
(B)
THE VALIDITY OF THE ISSUE OF ANY SECURITIES PURCHASED, SOLD, OR WRITTEN BY
OR FOR THE CORPORATION, THE LEGALITY OF THE PURCHASE, SALE OR WRITING THEREOF,
OR THE PROPRIETY OF THE AMOUNT PAID OR RECEIVED THEREFOR;
(C)
THE LEGALITY OF THE SALE OR REDEMPTION OF ANY SHARES, OR THE PROPRIETY OF
THE AMOUNT TO BE RECEIVED OR PAID THEREFOR;
(D)
THE LEGALITY OF THE DECLARATION OR PAYMENT OF ANY DIVIDEND OR DISTRIBUTION
BY THE CORPORATION;
(E)
THE LEGALITY OF ANY BORROWING BY THE CORPORATION;
(F)
THE LEGALITY OF ANY LOAN OF PORTFOLIO SECURITIES, NOR SHALL CUSTODIAN BE
UNDER ANY DUTY OR OBLIGATION TO SEE TO IT THAT ANY CASH OR COLLATERAL DELIVERED
TO IT BY A BROKER, DEALER OR FINANCIAL INSTITUTION OR HELD BY IT AT ANY TIME AS
A RESULT OF SUCH LOAN OF PORTFOLIO SECURITIES IS ADEQUATE SECURITY FOR THE
CORPORATION AGAINST ANY LOSS IT MIGHT SUSTAIN AS A RESULT OF SUCH LOAN, WHICH
DUTY OR OBLIGATION SHALL BE THE SOLE RESPONSIBILITY OF THE CORPORATION.
IN
ADDITION, CUSTODIAN SHALL BE UNDER NO DUTY OR OBLIGATION TO SEE THAT ANY BROKER,
DEALER OR FINANCIAL INSTITUTION TO WHICH PORTFOLIO SECURITIES OF THE CORPORATION
ARE LENT MAKES PAYMENT TO IT OF ANY DIVIDENDS OR INTEREST WHICH ARE PAYABLE TO
OR FOR THE ACCOUNT OF THE CORPORATION DURING THE PERIOD OF SUCH LOAN OR AT THE
TERMINATION OF SUCH LOAN, PROVIDED, HOWEVER THAT CUSTODIAN SHALL PROMPTLY NOTIFY
THE CORPORATION IN THE EVENT THAT SUCH DIVIDENDS OR INTEREST ARE NOT PAID AND
RECEIVED WHEN DUE;
(G)
THE SUFFICIENCY OR VALUE OF ANY AMOUNTS OF MONEY AND/OR SECURITIES HELD IN
ANY SPECIAL ACCOUNT IN CONNECTION WITH TRANSACTIONS BY THE CORPORATION; WHETHER
ANY BROKER, DEALER, FUTURES COMMISSION MERCHANT OR CLEARING MEMBER MAKES PAYMENT
TO THE CORPORATION OF ANY VARIATION MARGIN PAYMENT OR SIMILAR PAYMENT WHICH THE
CORPORATION MAY BE ENTITLED TO RECEIVE FROM SUCH BROKER, DEALER, FUTURES
COMMISSION MERCHANT OR CLEARING MEMBER, OR WHETHER ANY PAYMENT RECEIVED BY
CUSTODIAN FROM ANY BROKER, DEALER, FUTURES COMMISSION MERCHANT OR CLEARING
MEMBER IS THE AMOUNT THE CORPORATION IS ENTITLED TO RECEIVE, OR TO NOTIFY THE
CORPORATION OF CUSTODIAN'S RECEIPT OR NON-RECEIPT OF ANY SUCH PAYMENT; OR
(H)
WHETHER