REGULATION, RULE, ORDER OR JUDGMENT BINDING
ON IT, AND NO PROVISION OF ITS CHARTER OR BY-LAWS, NOR OF ANY MORTGAGE,
INDENTURE, CREDIT AGREEMENT OR OTHER CONTRACT BINDING ON IT OR AFFECTING ITS
PROPERTY, WHICH WOULD PROHIBIT ITS EXECUTION OR PERFORMANCE OF THIS AGREEMENT;
(C)
IT IS CONDUCTING ITS BUSINESS IN SUBSTANTIAL COMPLIANCE WITH ALL
APPLICABLE LAWS AND REQUIREMENTS, BOTH STATE AND FEDERAL, AND HAS OBTAINED ALL
REGULATORY LICENSES, APPROVALS AND CONSENTS NECESSARY TO CARRY ON ITS BUSINESS
AS NOW CONDUCTED;
(D)
IT WILL NOT USE THE SERVICES PROVIDED BY CUSTODIAN HEREUNDER IN ANY MANNER
THAT IS, OR WILL RESULT IN, A VIOLATION OF ANY LAW, RULE OR REGULATION
APPLICABLE TO THE CORPORATION;
(E)
ITS BOARD OR ITS FOREIGN CUSTODY MANAGER, AS DEFINED IN RULE 17F-5 UNDER
THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "'40 ACT"), HAS DETERMINED
THAT USE OF EACH SUBCUSTODIAN (INCLUDING ANY REPLACEMENT CUSTODIAN) WHICH
CUSTODIAN IS AUTHORIZED TO UTILIZE IN ACCORDANCE WITH SECTION 1(A) OF ARTICLE
III HEREOF SATISFIES THE APPLICABLE REQUIREMENTS OF THE '40 ACT AND RULE 17F-5
THEREUNDER;
(F)
THE CORPORATION OR ITS INVESTMENT ADVISER HAS DETERMINED THAT THE CUSTODY
ARRANGEMENTS OF EACH FOREIGN DEPOSITORY PROVIDE REASONABLE SAFEGUARDS AGAINST
THE CUSTODY RISKS ASSOCIATED WITH MAINTAINING ASSETS WITH SUCH FOREIGN
DEPOSITORY WITHIN THE MEANING OF RULE 17F-7 UNDER THE '40 ACT;
(G)
IT IS FULLY INFORMED OF THE PROTECTIONS AND RISKS ASSOCIATED WITH VARIOUS
METHODS OF TRANSMITTING INSTRUCTIONS AND ORAL INSTRUCTIONS AND DELIVERING
CERTIFICATES TO CUSTODIAN, SHALL, AND SHALL CAUSE EACH AUTHORIZED PERSON, TO
SAFEGUARD AND TREAT WITH EXTREME CARE ANY USER AND AUTHORIZATION CODES,
PASSWORDS AND/OR AUTHENTICATION KEYS, UNDERSTANDS THAT THERE MAY BE MORE SECURE
METHODS OF TRANSMITTING OR DELIVERING THE SAME THAN THE METHODS
3
SELECTED BY IT, AGREES THAT THE SECURITY PROCEDURES (IF ANY) TO BE FOLLOWED IN
CONNECTION THEREWITH PROVIDE A COMMERCIALLY REASONABLE DEGREE OF PROTECTION IN
LIGHT OF ITS PARTICULAR NEEDS AND CIRCUMSTANCES, AND ACKNOWLEDGES AND AGREES
THAT INSTRUCTIONS NEED NOT BE REVIEWED BY CUSTODIAN, MAY CONCLUSIVELY BE
PRESUMED BY CUSTODIAN TO HAVE BEEN GIVEN BY PERSON(S) DULY AUTHORIZED,
AND MAY
BE ACTED UPON AS GIVEN;
(H)
IT SHALL MANAGE ITS BORROWINGS, INCLUDING, WITHOUT LIMITATION, ANY ADVANCE
OR OVERDRAFT (INCLUDING ANY DAY-LIGHT OVERDRAFT) IN THE ACCOUNTS, SO THAT THE
AGGREGATE OF ITS TOTAL BORROWINGS FOR EACH SERIES DOES NOT EXCEED THE AMOUNT
SUCH SERIES IS PERMITTED TO BORROW UNDER THE '40 ACT;
(I)
ITS TRANSMISSION OR GIVING OF, AND CUSTODIAN ACTING UPON AND IN RELIANCE
ON, CERTIFICATES, INSTRUCTIONS, OR ORAL INSTRUCTIONS PURSUANT TO THIS AGREEMENT
SHALL AT ALL TIMES COMPLY WITH THE '40 ACT;
(J)
IT SHALL IMPOSE AND MAINTAIN RESTRICTIONS ON THE DESTINATIONS TO WHICH
CASH MAY BE DISBURSED BY INSTRUCTIONS TO ENSURE THAT EACH DISBURSEMENT IS FOR A
PROPER PURPOSE; AND
(K)
IT HAS THE RIGHT TO MAKE THE PLEDGE AND GRANT THE SECURITY INTEREST AND
SECURITY ENTITLEMENT TO CUSTODIAN CONTAINED IN SECTION 1 OF ARTICLE V HEREOF,
FREE OF ANY RIGHT OF REDEMPTION OR PRIOR CLAIM OF ANY OTHER PERSON OR ENTITY,
SUCH PLEDGE AND