Common use of Agreements with Foreign Banking Institutions Clause in Contracts

Agreements with Foreign Banking Institutions. Each agreement with a foreign banking institution shall be substantially in the forms set forth in Exhibit 1 hereto and shall provide, in substance, for indemnification or insurance arrangements (or any combination of the foregoing) such that each Portfolio will be adequately protected against the risk of loss of assets held in accordance with such agreement and that: (a) the assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agents, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the foreign banking institution arising under bankruptcy, insolvency or similar laws; (b) beneficial ownership for the assets of each Portfolio will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to each Portfolio or being held by the Custodian for the benefit of its customers; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent accountants for each Portfolio, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian or confirmation of the contents of such records; (e) assets of each Portfolio held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents; and (f) the Fund will receive periodic reports with respect to the safekeeping of each Portfolio's assets, including notification of any transfer to or from a Portfolio's account or a third party account containing assets held for the benefit of the Portfolio. 3.6 Access of Independent Accountants of the Portfolio(s). Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Portfolio(s) to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian. 3.7

Agreements with Foreign Banking Institutions. Each agreement with of the agreements pursuant to which a foreign banking institution holds assets of the Fund (each, a "Foreign Sub-Custodian Agreement") shall be substantially in the forms set forth in Exhibit 1 hereto form previously made available to the Fund and shall provide, in substance, for indemnification or insurance arrangements provide provisions conforming to paragraph (a)(i)(iii) of Rule 17f-5 under the 1940 Act (or any combination successor provision of the foregoinglike import) such that each Portfolio will be adequately protected against the risk of loss of assets held in accordance with such agreement and that: (a) the Fund's assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agentsagent, except a claim of payment for their safe custody or administration or(including, in the case without limitation, any fees or taxes payable upon transfers or reregistration of cash deposits, liens or rights in favor of creditors of the foreign banking institution arising under bankruptcy, insolvency or similar lawssecurities); (b) beneficial ownership for of the Fund's assets of each Portfolio will be freely transferable without the payment of money or value other than for custody or administrationadministration (including, without limitation, any fees or taxes payable upon transfers or reregistration of securities); (c) adequate records will be maintained identifying the assets as belonging to each Portfolio or being held by the Custodian for the benefit of its customersBank; (d) officers of or auditors employed by, or other representatives of the CustodianBank, including to the extent permitted under applicable law law, the independent public accountants for each Portfoliothe Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian or confirmation of the contents of such recordsBank; and (e) assets of each Portfolio the Fund held by the foreign subSelected Foreign Sub-custodian Custodian will be subject only to the instructions of the Custodian Bank or its agents; . The Bank represents that as of the date of this Agreement to the best of its knowledge, after due inquiry, each of the sub-custodians and (f) securities depositories listed on the Schedule attached hereto is an "eligible foreign custodian" or an overseas branch of a "Qualified U.S. Bank", each as defined by Rule 17f-5 under the Act. The Bank agrees that it shall not amend any sub-custodial agreement in a manner which would cause the Fund will receive periodic reports with respect to be in violation of Rule 17f-5 under the safekeeping of each Portfolio's assets, including notification Act and agrees to give the Fund 30 days prior written notice of any transfer to or from a Portfolio's account or a third party account containing assets held for the benefit of the Portfolio. 3.6 Access of Independent Accountants of the Portfolio(s). Upon request of amendment which materially affects the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Portfolio(s) to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian. 3.7's rights.

Agreements with Foreign Banking Institutions. Each agreement with a foreign banking institution shall be substantially in the forms set forth in Exhibit 1 hereto and shall provide, in substance, for indemnification or insurance arrangements (or any combination of the foregoing) such that each Portfolio will be adequately protected against the risk of loss of assets held in accordance with such agreement and that: (a) the assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agents, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the foreign banking institution arising under bankruptcy, insolvency or similar laws; (b) beneficial ownership for the assets of each Portfolio will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to each Portfolio or being held by the Custodian for the benefit of its customers; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent accountants for each Portfolio, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian or confirmation of the contents of such records; (e) assets of each Portfolio held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents; and (f) the Fund will receive periodic reports with respect to the safekeeping of each Portfolio's assets, including notification of any transfer to or from a Portfolio's account or a third party account containing assets held for the benefit of the Portfolio. 3.6 Access of Independent Accountants of the Portfolio(s). Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Portfolio(s) to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian. 3.7.

Agreements with Foreign Banking Institutions. Each agreement with of the agreements pursuant to which a foreign banking institution holds assets of the Fund (each, a "Foreign Sub-Custodian Agreement") shall be substantially in the forms set forth in Exhibit 1 hereto form previously made available to the Fund and shall provide, in substance, for indemnification or insurance arrangements provide provisions conforming to paragraph (a)(i)(iii) of Rule 17f-5 under the 1940 Act (or any combination successor provision of the foregoinglike import) such that each Portfolio will be adequately protected against the risk of loss of assets held in accordance with such agreement and that: (a) the Fund's assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agentsagent, except a claim of payment for their safe custody or administration or(including, in the case without limitation, any fees or taxes payable upon transfers or reregistration of cash deposits, liens or rights in favor of creditors of the foreign banking institution arising under bankruptcy, insolvency or similar lawssecurities); (b) beneficial ownership for of the Fund's assets of each Portfolio will be freely transferable without the payment of money or value other than for custody or administrationadministration (including, without limitation, any fees or taxes payable upon transfers or reregistration of securities); (c) adequate records will be maintained identifying the assets as belonging to each Portfolio or being held by the Custodian for the benefit of its customersBank; (d) officers of or auditors employed by, or other representatives of the CustodianBank, including to the extent permitted under applicable law law, the independent public accountants for each Portfoliothe Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian or confirmation of the contents of such recordsBank; and (e) assets of each Portfolio the Fund held by the foreign subSelected Foreign Sub-custodian Custodian will be subject only to the instructions of the Custodian Bank or its agents; . The Bank represents that as of the date of this Agreement to the best of its knowledge, after due inquiry, each of the sub-custodians and (f) securities depositories listed on the Schedule attached hereto is an "eligible foreign custodian" or an overseas branch of a "Qualified U. S. Bank", each as defined by Rule 17f-5 under the Act. The Bank agrees that it shall not amend any sub-custodial agreement in a manner which would cause the Fund will receive periodic reports with respect to be in violation of Rule 17f-5 under the safekeeping of each Portfolio's assets, including notification Act and agrees to give the Fund 30 days prior written notice of any transfer to or from a Portfolio's account or a third party account containing assets held for the benefit of the Portfolio. 3.6 Access of Independent Accountants of the Portfolio(s). Upon request of amendment which materially affects the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Portfolio(s) to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian. 3.7's rights.

Agreements with Foreign Banking Institutions. Each agreement with a foreign banking institution shall be substantially in the forms set forth in Exhibit 1 hereto and shall provide, in substance, for indemnification or insurance arrangements (or any combination of the foregoing) such that each Portfolio will be adequately protected against the risk of loss of assets held in accordance with such agreement and provide that: (a) the assets of belonging to each Portfolio Series will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agentsagent, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the foreign banking institution arising under bankruptcy, insolvency or similar lawsadministration; (b) beneficial ownership for the assets of belonging to each Portfolio Series will be freely transferable without the payment of money or value other than for safe custody or administration; (c) adequate records will be maintained identifying by the Custodian to identify the assets as belonging to each Portfolio or being held by the Custodian for the benefit of its customersapplicable Series; (d) officers of or auditors employed by, or other representatives of the Custodian, including and, to the extent permitted under applicable law law, the independent public accountants for each Portfoliothe Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian or confirmation of the contents of such recordsCustodian; (e) assets of each Portfolio the Series held by the foreign subForeign Sub-custodian will be subject only to the instructions of the Custodian or its agents; and (f) the Fund will receive periodic reports with respect to the safekeeping of each Portfolio's assetsthe assets of the applicable Series, including including, but not limited to, notification of any transfer to or from the Series' account; and (g) such foreign banking institution will exercise reasonable care and indemnify the Custodian and the Fund or the Custodian and each account of the Custodian in accordance with Section 3.9. Except with the prior approval of the Fund's Board of Directors, the Custodian shall not put into effect with a Portfolio's account foreign banking institution designated on Schedule A either an amendment to an existing agreement or a third party account containing assets held new agreement if any provision thereof (i) would violate Rule 17f-5 or (ii) provide for a lesser standard of care on the benefit part of such foreign banking institution to the Portfolio. 3.6 Access Custodian than the Custodian's standard of Independent Accountants of the Portfolio(s)care provided for in this Custodian Contract. Upon the request of the Fund, the Custodian will use its best shall make all reasonable efforts to arrange for enforce the independent accountants of Custodian's rights and the Portfolio(s) to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books institution's duties and records relate to the performance of such foreign banking institution obligations under its each agreement with the Custodian. 3.7provided for in this Section 3.5.