OR DATES BY
WHEN SUCH RIGHTS MUST BE EXERCISED OR SUCH ACTION MUST BE TAKEN, PROVIDED THAT
CUSTODIAN HAS ACTUALLY RECEIVED, FROM THE ISSUER OR THE RELEVANT DEPOSITORY
(WITH RESPECT TO SECURITIES ISSUED IN THE UNITED STATES) OR FROM THE RELEVANT
SUBCUSTODIAN, FOREIGN DEPOSITORY, OR A NATIONALLY OR INTERNATIONALLY RECOGNIZED
BOND OR CORPORATE ACTION SERVICE TO WHICH CUSTODIAN SUBSCRIBES, TIMELY NOTICE OF
SUCH RIGHTS OR DISCRETIONARY CORPORATE ACTION OR OF THE DATE OR DATES SUCH
RIGHTS MUST BE EXERCISED OR SUCH ACTION MUST BE TAKEN.
ABSENT ACTUAL RECEIPT OF
SUCH NOTICE, CUSTODIAN SHALL HAVE NO LIABILITY FOR FAILING TO SO NOTIFY THE
CORPORATION.
(B)
WHENEVER SECURITIES (INCLUDING, BUT NOT LIMITED TO, WARRANTS, OPTIONS,
TENDERS, OPTIONS TO TENDER OR NON-MANDATORY PUTS OR CALLS) CONFER DISCRETIONARY
RIGHTS ON THE CORPORATION OR PROVIDE FOR DISCRETIONARY ACTION OR ALTERNATIVE
COURSES OF ACTION BY THE CORPORATION, THE CORPORATION SHALL BE RESPONSIBLE FOR
MAKING ANY DECISIONS RELATING THERETO AND FOR DIRECTING CUSTODIAN TO ACT.
IN
ORDER FOR CUSTODIAN TO ACT, IT MUST RECEIVE THE CORPORATION'S CERTIFICATE OR
INSTRUCTIONS AT CUSTODIAN'S OFFICES, ADDRESSED AS CUSTODIAN MAY FROM TIME TO
TIME REQUEST, NOT LATER THAN NOON (NEW YORK TIME) AT LEAST TWO (2) BUSINESS DAYS
PRIOR TO THE LAST SCHEDULED DATE TO ACT WITH RESPECT TO SUCH SECURITIES (OR SUCH
EARLIER DATE OR TIME AS CUSTODIAN MAY SPECIFY TO THE CORPORATION).
ABSENT
CUSTODIAN'S TIMELY RECEIPT OF SUCH CERTIFICATE OR INSTRUCTIONS, CUSTODIAN SHALL
NOT BE LIABLE FOR FAILURE TO TAKE ANY ACTION RELATING TO OR TO EXERCISE ANY
RIGHTS CONFERRED BY SUCH SECURITIES.
5.
ALL VOTING RIGHTS WITH RESPECT TO SECURITIES, HOWEVER REGISTERED, SHALL
BE EXERCISED BY THE CORPORATION OR ITS DESIGNEE.
CUSTODIAN WILL MAKE AVAILABLE
TO THE CORPORATION PROXY VOTING
6
SERVICES UPON THE REQUEST OF, AND FOR THE JURISDICTIONS SELECTED BY, THE
CORPORATION IN ACCORDANCE WITH TERMS AND CONDITIONS TO BE MUTUALLY AGREED UPON
BY CUSTODIAN AND THE CORPORATION.
6.
CUSTODIAN SHALL PROMPTLY ADVISE THE CORPORATION UPON CUSTODIAN'S ACTUAL
RECEIPT OF NOTIFICATION OF THE PARTIAL REDEMPTION, PARTIAL PAYMENT OR OTHER
ACTION AFFECTING LESS THAN ALL SECURITIES OF THE RELEVANT CLASS.
IF CUSTODIAN,
ANY SUBCUSTODIAN, ANY DEPOSITORY, OR ANY FOREIGN DEPOSITORY HOLDS ANY SECURITIES
IN WHICH THE CORPORATION HAS AN INTEREST AS PART OF A FUNGIBLE MASS, CUSTODIAN,
SUCH SUBCUSTODIAN, DEPOSITORY, OR FOREIGN DEPOSITORY MAY SELECT THE SECURITIES
TO PARTICIPATE IN SUCH PARTIAL REDEMPTION, PARTIAL PAYMENT OR OTHER ACTION IN
ANY NON-DISCRIMINATORY MANNER THAT IT CUSTOMARILY USES TO MAKE SUCH SELECTION.
7.
CUSTODIAN SHALL NOT UNDER ANY CIRCUMSTANCES ACCEPT BEARER INTEREST
COUPONS WHICH HAVE BEEN STRIPPED FROM UNITED STATES FEDERAL, STATE OR LOCAL
GOVERNMENT OR AGENCY SECURITIES UNLESS EXPLICITLY AGREED TO BY CUSTODIAN IN
WRITING.
8.
THE CORPORATION SHALL BE LIABLE FOR ALL TAXES, ASSESSMENTS, DUTIES AND
OTHER GOVERNMENTAL CHARGES, INCLUDING ANY INTEREST OR PENALTY WITH RESPECT
THERETO ("TAXES"), WITH RESPECT TO ANY CASH OR SECURITIES HELD ON BEHALF OF THE
CORPORATION OR ANY TRANSACTION RELATED THERETO.
THE CORPORATION SHALL INDEMNIFY
CUSTODIAN AND EACH SUBCUSTODIAN FOR THE AMOUNT OF ANY TAX THAT CUSTODIAN, ANY
SUCH SUBCUSTODIAN OR