Common use of Foreign Subcustodians Clause in Contracts

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds Portfolios as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) such Portfolios and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that provided, that, prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Trustees or other governing body or entity of each such applicable Fund on behalf of its applicable Portfolio(s) (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies")agencies, if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities securities and other Assets assets of each such Fundthe applicable Portfolio(s), and (iii) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories securities depositories and Clearing Agencies clearing agencies through which they may hold Securities securities and other Assets assets of the Fund(s) applicable Portfolios shall be listed on Appendix A "B" attached hereto, as it may be amended, from time to time, in accordance with the provisions of Section 9.05(c) hereof. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment by one of its Portfolios which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodianforeign subcustodian, including obtaining approval as provided in this Section 5(b4.02(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause amend any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, or agree to change or permit any changes thereunder, or waive any rights under such agreement, which materially affects any affect a Fund's rights or the Foreign Subcustodian's obligations or duties to a Fund under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.. (b)

Foreign Subcustodians. The Custodian may may, at any time and from time to time, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds Portfolios as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) such Portfolios and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that provided, that, prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Trustees or other governing body or entity of each such applicable Fund on behalf of its applicable Portfolio(s) (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies")agencies, if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities securities and other Assets assets of each such Fundthe applicable Portfolio(s), and (iii) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories securities depositories and Clearing Agencies clearing agencies through which they may hold Securities securities and other Assets assets of the Fund(s) applicable Portfolios shall be listed on Appendix A "B" attached hereto, as it may be amended, from time to time, in accordance with the provisions of Section 9.05(c) hereof. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment by one of its Portfolios which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodianforeign subcustodian, including obtaining approval as provided in this Section 5(b4.02(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause amend any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, or agree to change or permit any changes thereunder, or waive any rights under such agreement, which materially affects any affect a Fund's rights or the Foreign Subcustodian's obligations or duties to a Fund under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting that is an “Eligible Foreign Custodian” within the requirements of an "eligible foreign custodian" under Section 17(fmeaning set forth in section (a)(1) of Rule 17f-5 under the 1940 Investment Company Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained a prior written confirmation approval from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Fund) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Foreign Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Fund and satisfying the requirements of Rule 17f-5(c)(2) under the Investment Company Act. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructionsthe Fund.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "“eligible foreign custodian" ” under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Securities Depositories and Clearing Agencies"”), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds Portfolios as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) such Portfolios and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that provided, that, prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Trustees or other governing body or entity of each such applicable Fund on behalf of its applicable Portfolio(s) (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies")agencies, if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities securities and other Assets assets of each such Fundthe applicable Portfolio(s), and (iii) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories securities depositories and Clearing Agencies clearing agencies through which they may hold Securities securities and other Assets assets of the Fund(s) applicable Portfolios shall be listed on Appendix A "B" attached hereto, as it may be amended, from time to time, in accordance with the provisions of Section 9.06(c) hereof. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment by one of its Portfolios which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodianforeign subcustodian, including obtaining approval as provided in this Section 5(b4.02(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause amend any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, or agree to change or permit any changes thereunder, or waive any rights under such agreement, which materially affects any affect a Fund's rights or the Foreign Subcustodian's obligations or duties to a Fund under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds Portfolios as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) such Portfolios and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that provided, that, prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Trustees or other governing body or entity of each such applicable Fund on behalf of its applicable Portfolio(s) (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies")agencies, if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities securities and other Assets assets of each such Fundthe applicable Portfolio(s), and (iii) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories securities depositories and Clearing Agencies clearing agencies through which they may hold Securities securities and other Assets assets of the Fund(s) applicable Portfolios shall be listed on Appendix A "B" attached hereto, as it may be amended, from time to time, in accordance with the provisions of Section 9.06(c) hereof. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment by one of its Portfolios which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodianforeign subcustodian, including obtaining approval as provided in this Section 5(b4.02(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause amend any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, or agree to change or permit any changes thereunder, or waive any rights under such agreement, which materially affects any affect a Fund's rights or the Foreign Subcustodian's obligations or duties to a Fund under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.. (b)

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund Manager (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Manager) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Foreign Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Manager. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.the Manager..

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained prior written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds Portfolios as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(sPortfolio(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Funda Portfolio, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(sPortfolio(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any FundPortfolio's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund Manager (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Manager) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Foreign Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Manager. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructionsthe Manager.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund Company of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such FundFund Company, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund Companies shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund Company shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by IRC and each such FundFund Company. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any FundFund Company's rights under such agreement, except upon prior written approval of such Fund Company pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds Portfolios as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) such Portfolios and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that provided, that, prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Trustees or other governing body or entity of each such the Fund on behalf of the applicable Portfolio(s) (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies")agencies, if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities securities and other Assets assets of each such Fundthe Portfolio(s), and (iii) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories securities depositories and Clearing Agencies clearing agencies through which they may hold Securities securities and other Assets assets of the Fund(s) Funds shall be listed on Appendix A "B" attached hereto, as it may be amended, from time to time, in accordance with the provisions of Section 9.05(c) hereof. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodianforeign subcustodian, including obtaining approval as provided in this Section 5(b4.02(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause amend any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, or agree to change or permit any changes thereunder, or waive any rights under such agreement, which materially affects any affect the Fund's rights or the Foreign Subcustodian's obligations or duties to the Fund under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.Foreign

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.and

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "“eligible foreign custodian" ” under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Trustees or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Securities Depositories and Clearing Agencies"”), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian is hereby authorized to appoint, any bank, trust company or assign as subcustodians for the Fund's securities and other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) assets maintained outside of the 1940 Act United States the foreign banking institutions and foreign securities depositories designated on Schedule B hereto ("Foreign Subcustodians") provided that, if the Custodian utilizes the services of a Foreign Subcustodian, the Custodian shall remain fully liable and responsible for any losses caused to the Fund by the Foreign Subcustodian as fully as if the Custodian was directly responsible for any such losses under the terms of this Agreement. Upon receipt of proper instructions from the Fund, together with a certified resolution of the Board, Custodian and the rules Fund may agree to amend Schedule B hereto from time to time to designate additional foreign banking institutions and regulations thereunder foreign securities depositories to act for as Foreign Subcustodians. Upon receipt of proper instructions from Custodian, the Fund may instruct Custodian on behalf to cease the employment of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) Foreign Subcustodians for purposes of holding Assets maintaining custody of the Fund(sFund's assets. Custodian shall limit the securities and other assets maintained in the custody of Foreign Subcustodians to the following: (a) "foreign securities," as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, as amended (the "1940 Act"); and performing other functions (b) cash and cash equivalents in such amounts as custodian or the Fund may determine to be reasonably necessary to effect the Fund's foreign securities transactions. Custodian shall identify on its books and records as belonging to the Fund, the foreign securities of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from Fund held by each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and Notwithstanding anything contained herein, if the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing requires the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no engage specific Foreign Subcustodian is authorized to act, in order that there shall be sufficient time Subcustodians for the Custodiansafekeeping and/or clearing of assets, the Fund agrees to indemnify and hold harmless Custodian from all claims, expenses and liabilities incurred or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided assessed against it in this Section 5(b). In connection with the appointment use of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the such Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent regard to the amendment ofFund's assets, and shall cause any Domestic Subcustodian not to consent to except as may arise from the amendment of, any agreement entered into with a Custodian's or the Foreign Subcustodian's negligent action, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant negligent failure to Special Instructionsact or willful misconduct.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body Trustees of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityTrustees) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Foreign-Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors Managers or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors Managers or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's ’s rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, at its own expense, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the SEC, or (ii) any bank as defined in section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityDirectors) with respect to (iA) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (iiB) the country or countries in which, and the securities depositories or clearing agencies (hereinafter meeting the requirements of an "Securities Depositories eligible foreign custodian" under section 17(f) of the 1940 Act and Clearing Agencies"), if any, the rules and regulations thereunder or exempted therefrom by order of the SEC) through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities Securities, cash and other Assets assets of the Fund (each such Fund, a "Foreign Depository") and (iiiC) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. In addition, the Custodian may utilize directly any Foreign Depository, provided the Board of Directors shall have approved in writing the use of such Foreign Depository by the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Foreign Depositories and Clearing Agencies through which they it may hold Securities securities and other Assets assets of the Fund(s) Fund and the Foreign Depositories that the Custodian may utilize shall be listed on in Appendix A attached heretoB, as it may be amended, 10 14 amended from time to timetime in accordance with the provisions of section 9.3. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(bsection 4.2(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent agree to the any material amendment of, and shall cause to any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, which materially affects or agree to permit any Fund's material changes thereunder, or waive any material rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.. The Custodian shall promptly provide the Fund with notice of any such amendment, change, or waiver, whether or not material, including a copy of any such amendment. For purposes of this subsection, a material amendment, change or waiver means an amendment, change or waiver that may reasonably be expected to have an adverse effect on the Fund in any material way, including but not limited to the Fund's or the Board's obligations under the 1940 Act, including Rule 17f-5 thereunder. (b)

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors Managers or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors Managers or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.approved

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund Partner (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Partner) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Foreign Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Partner. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructionsthe Partner.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, at its own expense, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the SEC, or (ii) any bank as defined in section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityDirectors) with respect to (iA) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (iiB) the country or countries in which, and the securities depositories or clearing agencies (hereinafter meeting the requirements of an "Securities Depositories eligible foreign custodian" under section 17(f) of the 1940 Act and Clearing Agencies"), if any, the rules and regulations thereunder or exempted therefrom by order of the SEC) through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities Securities, cash and other Assets assets of the Fund (each such Fund, a "Foreign Depository") and (iiiC) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. In addition, the Custodian may utilize directly any Foreign Depository, provided the Board of Trustees shall have approved in writing the use of such Foreign Depository by the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Foreign Depositories and Clearing Agencies through which they it may hold Securities securities and other Assets assets of the Fund(s) Fund and the Foreign Depositories that the Custodian may utilize shall be listed on in Appendix A attached heretoB, as it may be amended, amended from time to timetime in accordance with the provisions of section 9.3. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(bsection 4.2(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent agree to the any material amendment of, and shall cause to any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, which materially affects or agree to permit any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.material

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodiansubcustodian in accordance with the requirements of Rule 17f-5 under the 1940 Act); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each investment adviser to such Fund fund (the “Investment Adviser”) (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Investment Adviser) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Foreign Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Investment Adviser. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructionsthe Investment Adviser.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, at its own expense, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the SEC, or (ii) any bank as defined in section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityDirectors) with respect to (iA) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (iiB) the country or countries in which, and the securities depositories or clearing agencies (hereinafter meeting the requirements of an "Securities Depositories eligible foreign custodian" under section 17(f) of the 1940 Act and Clearing Agencies"), if any, the rules and regulations thereunder or exempted therefrom by order of the SEC) through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities Securities, cash and other Assets assets of the Fund (each such Fund, a "Foreign Depository") and (iiiC) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. In addition, the Custodian may utilize directly any Foreign Depository, provided the Board of Directors shall have approved in writing the use of such Foreign Depository by the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Foreign Depositories and Clearing Agencies through which they it may hold Securities securities and other Assets assets of the Fund(s) Fund and the Foreign Depositories that the Custodian may utilize shall be listed on in Appendix A attached heretoB, as it may be amended, amended from time to timetime in accordance with the provisions of section 9.3. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(bsection 4.2(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent agree to the any material amendment of, and shall cause to any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, which materially affects or agree to permit any Fund's material changes thereunder, or waive any material rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions. The Custodian shall promptly provide the Fund with notice of any such amendment, change, or waiver, whether or not material, including a copy of any such amendment. For purposes of this subsection, a material amendment, change or waiver means an amendment, change or waiver that may reasonably be expected to have an adverse effect on the Fund in any material way, including but not limited to the Fund's or the Board's obligations under the 1940 Act, including Rule 17f-5 thereunder.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of the Trust for any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund the Trust of the approval of the Board of Directors or other governing body of each such Fund Trustees (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityTrustees ) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund The Trust shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Trust. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund the Trust pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained prior written confirmation from each Fund the Trust of the approval of the Board of Directors or other governing body Trustees of each such Fund the Trust (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityTrustees) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Trust. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund the Trust pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds a Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) such Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided, that, prior to the appointment or approval of any Foreign Subcustodian the Custodian shall, or shall cause the Domestic Subcustodian to, notify such Fund, in writing, of the identity and qualifications of the proposed Foreign Subcustodian and make a copy of the proposed subcustodian agreement available to such Fund at least sixty (60) days prior to the desired appointment; and provided further that the Custodian shall have obtained written confirmation from each such Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, and (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A "A" attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the appropriate Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any a Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian sub‑subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodiansub‑subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that provided, that, prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body or entity of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies")agencies, if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities securities and other Assets assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories securities depositories and Clearing Agencies clearing agencies through which they may hold Securities securities and other Assets assets of the Fund(s) Fund shall be listed on Appendix A "A" attached hereto, as it may be amended, from time to time, in accordance with the provisions of Section 9.06(a) hereof. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodianforeign subcustodian, including obtaining approval as provided in this Section 5(b4.02(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause amend any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, or agree to change or permit any changes thereunder, or waive any rights under such agreement, which materially affects any affect the Fund's rights or the Foreign Subcustodian's obligations or duties to the Fund under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian Subcustodian or sub-subcustodian Subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian Subcustodian or a sub-subcustodianSubcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian Subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, at its own expense, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an 25 "eligible foreign custodian" under Section section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the SEC, or (ii) any bank as defined in section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityDirectors) with respect to (iA) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (iiB) the country or countries in which, and the securities depositories or clearing agencies (hereinafter meeting the requirements of an "Securities Depositories eligible foreign custodian" under section 17(f) of the 1940 Act and Clearing Agencies"), if any, the rules and regulations thereunder or exempted therefrom by order of the SEC) through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities Securities, cash and other Assets assets of the Fund (each such Fund, a "Foreign Depository") and (iiiC) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. In addition, the Custodian may utilize directly any Foreign Depository, provided the Board of Directors shall have approved in writing the use of such Foreign Depository by the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Foreign Depositories and Clearing Agencies through which they it may hold Securities securities and other Assets assets of the Fund(s) Fund and the Foreign Depositories that the Custodian may utilize shall be listed on in Appendix A attached heretoB, as it may be amended, amended from time to timetime in accordance with the provisions of section 9.3. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(bsection 4.2(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent agree to the any material amendment of, and shall cause to any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, which materially affects or agree to permit any Fund's material changes thereunder, or waive any material rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions. The Custodian shall promptly provide the Fund with notice of any such amendment, change, or waiver, whether or not 26 material, including a copy of any such amendment. For purposes of this subsection, a material amendment, change or waiver means an amendment, change or waiver that may reasonably be expected to have an adverse effect on the Fund in any material way, including but not limited to the Fund's or the Board's obligations under the 1940 Act, including Rule 17f-5 thereunder.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors Trustees or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian Approved Foreign Custody Manager may at appoint any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" Eligible Foreign Custodian, as such term is defined in Rule 17f-5(a)(1) under the Investment Company Act, and which term shall also include a bank that qualifies to serve as a custodian of assets of investment companies under Section 17(f) of the 1940 Investment Company Act and or by SEC order is exempt therefrom (each a “Foreign Subcustodian”), in the rules and regulations thereunder to act for the Custodian on behalf context of any one or more Funds as either a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); America, provided that the Custodian Approved Foreign Custody Manager’s appointments of such Foreign Subcustodians shall have obtained written confirmation from each Fund of at all times be governed by an agreement that complies with Rule 17f-5. (c) Interim Subcustodians. Exhibit (j) Notwithstanding the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld foregoing, in the sole discretion of such Board of Directors or other governing body or entity) with respect to event that the Approved Foreign Custody Manager determines that it will not provide delegation services (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no a Fund has directed that the Fund invest in a security or other Asset or (ii) with respect to a specific Foreign Subcustodian is authorized to act, in order that there shall which the Fund has directed be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodianused, the Custodian shall, or shall cause the Domestic Subcustodian Approved Foreign Custody Manager to, enter into a subcustodian agreement with promptly notify the Fund in writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of the Approved Foreign Subcustodian Custody Manager’s delegation services in form and substance approved by each such Fundcountry. The Custodian and the Approved Foreign Custody Manager (or Domestic Subcustodian), as applicable, shall be entitled to rely on and shall have no liability or responsibility for following such direction from the Fund as a Special Instruction and shall have no duties or liabilities under this Agreement save those that it may undertake specifically in writing with respect to each particular instance. Upon the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designate, or cause the Approved Foreign Custody Manager to designate, an entity (defined herein as “Interim Subcustodian”) designated by the Fund in such Special Instructions, to hold such security or other Asset. In such event, the Fund represents and warrants that it has made a determination that the arrangement with such Interim Subcustodian satisfies the requirements of the Investment Company Act and the rules and regulations thereunder (including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager and the Custodian do not consent agree to provide fully to the amendment of, Fund the services under this Agreement and shall cause any Domestic Subcustodian not the Delegation Agreement with respect to consent to the amendment of, any agreement entered into with a particular country or specific Foreign Subcustodian, which materially affects any Fund's rights under the Fund may delegate such agreement, except upon prior written approval of such Fund services to another delegate pursuant to Special InstructionsRule 17f-5.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.. (c)

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-sub- subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body of each such Fund Manager (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Manager) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Foreign Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fundthe Manager. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructionsthe Manager.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "“eligible foreign custodian" ” under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Managers or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors Managers or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Securities Depositories and Clearing Agencies"”), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "“eligible foreign custodian" ” under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Securities Depositories and Clearing Agencies"”), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.. 11/16/2018 Unassociated Document

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Fund) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Foreign Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructionsthe Fund.

Foreign Subcustodians. The Custodian may may, at any time and from time ------- ------------ to time, at its own expense, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other - entity meeting the requirements of an "eligible foreign custodian" under Section section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the SEC, or (ii) any bank as defined in section 2(a)(5) of the 1940 Act -- meeting the requirements of a custodian under section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that prior to the -------- appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityDirectors) with respect to (iA) the identity and qualifications of any proposed - Foreign Subcustodian (including branch designation)Subcustodian, (iiB) the country or countries in which, and the securities - depositories or clearing agencies (hereinafter meeting the requirements of an "Securities Depositories eligible foreign custodian" under section 17(f) of the 1940 Act and Clearing Agencies"), if any, the rules and regulations thereunder or exempted therefrom by order of the SEC) through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities Securities, cash and other Assets assets of the Fund (each such Fund, a "Foreign Depository") and (iiiC) the form and - terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. In addition, the Custodian may utilize directly any Foreign Depository, provided the Board of Directors shall have approved in writing the use of such Foreign Depository by the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Foreign Depositories and Clearing Agencies through which they it may hold Securities securities and other Assets assets of the Fund(s) Fund and the Foreign Depositories that the Custodian may utilize shall be listed on in Appendix A attached heretoB, as it may be amended, amended from time to timetime in accordance with the provisions of section 9.3. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(bsection 4.2(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent agree to the any material amendment of, and shall cause to any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, which materially affects or agree to permit any Fund's material changes thereunder, or waive any material rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions. The Custodian shall promptly provide the Fund with notice of any such amendment, change, or waiver, whether or not material, including a copy of any such amendment. For purposes of this subsection, a material amendment, change or waiver means an amendment, change or waiver that may reasonably be expected to have an adverse effect on the Fund in any material way, including but not limited to the Fund's or the Board's obligations under the 1940 Act, including Rule 17f-5 thereunder.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds a Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) such Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided, that, prior to the appointment or approval of any Foreign Subcustodian the Custodian shall, or shall cause the Domestic Subcustodian to, notify such Fund, in writing, of the identity and qualifications of the proposed Foreign Subcustodian and make a copy of the proposed subcustodian agreement available to such Fund at least sixty (60) days prior to the desired appointment; and provided further that the Custodian shall have obtained written confirmation from each such Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, and (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A "A" attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the appropriate Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any a Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may may, at any time and from time to time, at its own expense, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the SEC, or (ii) any bank as defined in section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian"); provided that prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityDirectors) with respect to (iA) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (iiB) the country or countries in which, and the securities depositories or clearing agencies (hereinafter meeting the requirements of an "Securities Depositories eligible foreign custodian" under section 17(f) of the 1940 Act and Clearing Agencies"), if any, the rules and regulations thereunder or exempted therefrom by order of the SEC) through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities Securities, cash and other Assets assets of the Fund (each such Fund, a "Foreign Depository") and (iiiC) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign SubcustodianSubcustodian and the Custodian. In addition, the Custodian may utilize directly any Foreign Depository, provided the Board of Trustees shall have approved in writing the use of such Foreign Depository by the Custodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Foreign Depositories and Clearing Agencies through which they it may hold Securities securities and other Assets assets of the Fund(s) Fund and the Foreign Depositories that the Custodian may utilize shall be listed on in Appendix A attached heretoB, as it may be amended, amended from time to timetime in accordance with the provisions of section 9.3. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(bsection 4.2(a). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent agree to the any material amendment of, and shall cause to any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.entered

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting that is an “Eligible Foreign Custodian” within the requirements of an "eligible foreign custodian" under Section 17(fmeaning set forth in section (a)(1) of Rule 17f-5 under the 1940 Investment Company Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" ” in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation approval from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entitythe Fund) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "“Eligible Securities Depositories and Clearing Agencies"”), if any, through whichwhich the Custodian, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such the proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such FundFund and satisfying the requirements of Rule 17f-5(c)(2) under the Investment Company Act. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's ’s rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructionsthe Fund.

Foreign Subcustodians. The Custodian may may, at any time appointand from time to time, or cause a Domestic Subcustodian to appointat its own expense, any bank, trust company or other entity meeting appoint subcustodian(s) satisfying the applicable requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act Federal Reserve Bank and the rules and regulations thereunder SEC to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets cash, securities and other assets of the such Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "“Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian”); provided that prior to the appointment of any Foreign Subcustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) Managing Owner with respect to (i) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)Subcustodian, (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories satisfying the applicable requirements of the Federal Reserve Bank and Clearing Agencies"), if any, the SEC) through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fundthe applicable Funds (each, a “Foreign Depository”) and (iii) the form and terms of the subcustodian agreement to be entered into with between such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to timeCustodian. Each Fund The Managing Owner shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, Custodian to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent agree to the any material amendment of, and shall cause to any Domestic Subcustodian not to consent to the amendment of, any subcustodian agreement entered into with a Foreign Subcustodian, which materially affects or agree to permit any Fund's material changes thereunder, or waive any material rights under such agreement, except upon prior written approval of the Managing Owner. The Custodian shall promptly provide the Managing Owner with notice of any such amendment, change, or waiver, whether or not material, including a copy of any such amendment. For purposes of this subsection, a material amendment, change or waiver means an amendment, change or waiver that may reasonably be expected to have an adverse effect on any Fund pursuant in any material way, including but not limited to Special Instructionsthe Trust’s or a Fund’s obligations under applicable requirements of the Federal Reserve Bank and the SEC.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors Trustees or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or 17 shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds as a subcustodian or sub-sub- subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-sub- subcustodian); provided that the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors Trustees, or other governing body of each such Fund (which approval may be withheld in the sole discretion of such Board of Directors Trustees or other governing body or entity) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.

Foreign Subcustodians. The Custodian may at any time appoint, or cause a Domestic Subcustodian to appoint, any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) for purposes of holding Assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodian); provided that the Custodian shall have obtained written confirmation from each the Fund of the approval of the Board of Directors or other governing body Trustees of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityTrustees) with respect to (i) the identity of any proposed Foreign Subcustodian (including branch designation), (ii) the country or countries in which, and the securities depositories or clearing agencies (hereinafter "Securities Depositories and Clearing Agencies"), if any, through which, the Custodian or any proposed Foreign Subcustodian is authorized to hold Securities and other Assets of each such the Fund, and (iii) the form and terms of the subcustodian agreement to be entered into with such proposed Foreign Subcustodian. Each such duly approved Foreign Subcustodian and the countries where and the Securities Depositories and Clearing Agencies through which they may hold Securities and other Assets of the Fund(s) Fund shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such the Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Foreign-Subcustodian, which materially affects any the Fund's rights under such agreement, except upon prior written approval of such the Fund pursuant to Special Instructions.. ==================== (c)

Foreign Subcustodians. The Custodian may may, at any time and from time to time, at its own expense, appoint, or cause a Domestic Subcustodian to appoint, : (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodianCustodian" under Section section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the SEC, or (ii) any bank as defined in section 2(a)(5) of the 1940 Act meeting the requirements of a Custodian under section 17(f) of the 1940 Act and the rules and regulations thereunder to act for the Custodian on behalf of any one or more Funds the Fund as a subcustodian or sub-subcustodian (if appointed by a Domestic Subcustodian) subCustodian for purposes of holding Assets cash, securities and other assets of the Fund(s) Fund and performing other functions of the Custodian in countries other than the United States of America (hereinafter referred to as a "Foreign Subcustodian" in the context of either a subcustodian or a sub-subcustodianSubCustodian"); provided that prior to the appointment of any Foreign SubCustodian, the Custodian shall have obtained written confirmation from each Fund of the approval of the Board of Directors or other governing body of each such the Fund (which approval may be withheld in the sole discretion of such Board of Directors or other governing body or entityDirectors) with respect to (iA) the identity and qualifications of any proposed Foreign Subcustodian (including branch designation)SubCustodian, (iiB) the country or countries in which, and the securities depositories or clearing agencies (hereinafter meeting the requirements of an "Securities Depositories eligible foreign Custodian" under section 17(f) of the 1940 Act and Clearing Agencies"), if any, the rules and regulations thereunder or exempted therefrom by order of the SEC) through which, the Custodian or any proposed Foreign Subcustodian SubCustodian is authorized to hold Securities Securities, cash and other Assets assets of the Fund (each such Fund, a "Foreign Depository") and (iiiC) the form and terms of the subcustodian subCustodian agreement to be entered into with between such proposed Foreign SubcustodianSubCustodian and the Custodian. In addition, the Custodian may utilize directly any Foreign Depository, provided the Board of Directors shall have approved in writing the use of such Foreign Depository by the Custodian. Each such duly approved Foreign Subcustodian SubCustodian and the countries where and the Securities Foreign Depositories and Clearing Agencies through which they it may hold Securities securities and other Assets assets of the Fund(s) shall be listed on Appendix A attached hereto, as it may be amended, from time to time. Each Fund shall be responsible for informing and the Foreign Depositories that the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Foreign Subcustodian is authorized to act, in order that there may utilize shall be sufficient time for the Custodian, or any Domestic Subcustodian, to effect the appropriate arrangements with a proposed Foreign Subcustodian, including obtaining approval as provided in this Section 5(b). In connection with the appointment of any Foreign Subcustodian, the Custodian shall, or shall cause the Domestic Subcustodian to, enter into a subcustodian agreement with the Foreign Subcustodian in form and substance approved by each such Fund. The Custodian shall not consent to the amendment of, and shall cause any Domestic Subcustodian not to consent to the amendment of, any agreement entered into with a Foreign Subcustodian, which materially affects any Fund's rights under such agreement, except upon prior written approval of such Fund pursuant to Special Instructions.be