Common use of Responsibility for Subcustodians Clause in Contracts

Responsibility for Subcustodians. 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 Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian shall so notify the Trust and, upon receipt of Proper Instructions, appoint any person designated by the Trust in such instruction to hold such security or other asset. In the absence of such Proper Instructions, the security or Foreign Asset may be left at its settlement location or moved to another agent for the purpose of safekeeping, provided that the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Trust of such claim. No more than thirty (30) calendar days after written notice to the Trust of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian or any Subcustodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company as its agent (an "Agent") to carry out such of the provisions of this Agreement as the Custodian may from time to time direct, provided, however, that the appointment of such Agent shall not relieve the Custodian of any of its responsibilities under this Agreement. The Custodian shall be responsible for the actions of any Agent other than a Subcustodian as if it performed such action itself. Except as provided in the last sentence of this Paragraph, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place where the act or omission occurred. The liability of the Custodian in respect of the countries and Subcustodians listed on the Global Custody Network listing and such countries and Subcustodians which the Custodian may from time to time designate, shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian."

Responsibility for Subcustodians. 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 Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian shall so notify the Trust and, upon receipt of Proper Instructions, appoint any person designated by the Trust in such instruction to hold such security or other asset. In the absence of such Proper Instructions, the security or Foreign Asset may be left at its settlement location or moved to another agent for the purpose of safekeeping, provided that the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Trust of such claim. No more than thirty (30) calendar days after written notice to the Trust of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian or any Subcustodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company as its agent (an "Agent") to carry out such of the provisions of this Agreement as the Custodian may from time to time direct, provided, however, that the appointment of such Agent shall not relieve the Custodian of any of its responsibilities under this Agreement. The Custodian shall be responsible for the actions of any Agent other than a Subcustodian as if it performed such action itself. Except as provided in the last sentence of this Paragraph, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian listed on Appendix A to the extent that (i) under the terms set forth in the Subcustodian Agreement between the Custodian and the Subcustodian or in the Sub-subcustodian Agreement between a Subcustodian and a Sub-subcustodian, the Subcustodian or Sub-subcustodian has failed to perform in accordance with the standard of conduct imposed under such Subcustodian Agreement or Sub-subcustodian Agreement, provided that the Subcustodian Agreement or Sub-subcustodian Agreement requires that such Subcustodian or Sub-subcustodian exercise reasonable care based on standards applicable to Custodians in the relevant market, or (ii) such acts or omissions omission would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place jurisdiction where the act or omission occurred. The In the countries indicated in Appendix B to this Agreement, (as it may be amended from time to time with prospective effect only), the liability of the Custodian in respect for the acts or omissions of the countries and Subcustodians listed on the Global Custody Network listing and such countries and Subcustodians which the Custodian may from time to time designate, a Subcustodian under this Section 8.3 shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian. The foregoing condition to the Custodian's liability shall be operative only if the Custodian undertakes, at its own expense, commercially reasonable means to enforce any contractual or other claims the Custodian, on its own behalf or on behalf of the affected Fund, may have against the relevant Subcustodian. At the election of the affected Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any such claim against the relevant Subcustodian. In the event the affected Fund makes such an election, the Custodian shall have no obligation to pursue such claims independently, but shall cooperate with the Fund in the Fund's prosecution of such claims. The foregoing condition to the Custodian's liability in such cases shall in no way limit, condition or diminish: (a) the duty of care of the Custodian under Section 9 hereof or Section 8 of the Foreign Custody Manager Delegation Agreement; (b) the liability of the Custodian for the Custodian's own negligence, bad faith, willful misconduct or other breach of such duty; or (c) any other obligation arising hereunder or under the Foreign Custody Manager Delegation Agreement."

Responsibility for Subcustodians. The Fund shall be responsible for informing the Custodian sufficiently in advance of With respect to securities and funds held by a proposed Investment which is to be held in Subcustodian, either directly or indirectly (including by a country in which no Subcustodian is authorized to act in order that the Custodian shallForeign Depository, if it deems appropriate to do soSecurities System or foreign clearing agency), have sufficient time to establish a subcustodial arrangement in accordance herewith. In the eventincluding demand deposit and interest bearing deposits, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian shall so notify the Trust and, upon receipt of Proper Instructions, appoint any person designated by the Trust in such instruction to hold such security currencies or other asset. In the absence of such Proper Instructions, the security or Foreign Asset may be left at its settlement location or moved deposits and foreign exchange contracts as referred to another agent for the purpose of safekeeping, provided that the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Trust of such claim. No more than thirty (30) calendar days after written notice to the Trust of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian or any Subcustodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company as its agent (an "Agent") to carry out such of the provisions of this Agreement as the Custodian may from time to time direct, provided, however, that the appointment of such Agent shall not relieve the Custodian of any of its responsibilities under this Agreement. The Custodian shall be responsible for the actions of any Agent other than a Subcustodian as if it performed such action itself. Except as provided in the last sentence of this Paragraphherein, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian if and only to the extent that such acts Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting to any such Subcustodian any Instructions received by it from the Fund and for its own negligence in connection with the delivery of any Investments or omissions would be deemed moneys held by it to be negligenceany such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 8.3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, gross negligence or willful misconduct the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the terms termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another Subcustodian in accordance with the provisions of Section 8 herein. At the election of the relevant Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement under and applicable law, the laws, circumstances and practices prevailing in Custodian's rights against any such Subcustodian for loss or damage caused the place where the act or omission occurredFund by such Subcustodian. The liability of the Custodian in respect of the countries and Subcustodians listed on the Global Custody Network listing and such countries and Subcustodians which the Custodian may at any time and from time to time designatemake non-material, shall be subject administrative amendments to any subcustodian agreement without notice to the additional condition Fund. The Custodian may at any time and from time to time, make material amendments to any subcustodian agreement provided that the Custodian actually recovers give notice to the Fund of such loss amendments as soon as reasonably practicable after such amendments. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable subcustodian agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement. If necessary or damage from desirable, the SubcustodianCustodian may appoint another Subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 8.3, such appointment to be made upon approval of the successor Subcustodian by the Fund's board of trustees in accordance with Section 8.2.1, unless such duty shall have been delegated to the Custodian in accordance with Section 8.2.2."

Responsibility for Subcustodians. 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 Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian shall so notify the Trust and, upon receipt of Proper Instructions, appoint any person designated by the Trust in such instruction to hold such security or other asset. In the absence of such Proper Instructions, the security or Foreign Asset may be left at its settlement location or moved to another agent for the purpose of safekeeping, provided that the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Trust of such claim. No more than thirty (30) calendar days after written notice to the Trust of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian or any Subcustodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company as its agent (an "Agent") to carry out such of the provisions of this Agreement as the Custodian may from time to time direct, provided, however, that the appointment of such Agent shall not relieve the Custodian of any of its responsibilities under this Agreement. The Custodian shall be responsible for the actions of any Agent other than a Subcustodian as if it performed such action itself. Except as provided in the last sentence of this ParagraphSection 8.3, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent (i) under the terms set forth in the Subcustodian Agreement between the Custodian and the Subcustodian or in the Sub-subcustodian Agreement between a Subcustodian and a Sub-subcustodian, the Subcustodian or Sub-subcustodian has failed to perform in accordance with the standard of conduct imposed under such Subcustodian Agreement or Sub-subcustodian Agreement, provided that the Subcustodian Agreement or Sub-subcustodian Agreement requires that such Subcustodian or Sub-subcustodian exercise reasonable care based on standards applicable to Custodians in the relevant market, or (ii) that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place jurisdiction where the act or omission occurred. The liability of the Custodian in respect of the countries and Subcustodians subcustodians listed on the Global Custody Network listing and such countries and Subcustodians subcustodians which the Custodian may from time to time designate, shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian. The foregoing condition to the Custodian’s liability shall be operative only if the Custodian undertakes, as its own expense, commercially reasonable means to enforce any contractual or other claims the Custodian, on its own behalf or on behalf of the affected Fund, may have against the relevant Subcustodian. At the election of the affected Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any such claim against the relevant Subcustodian. In the event the affected Fund makes such an election, the Custodian shall have no obligation to pursue such claims independently, but shall cooperate with the Fund in the Fund’s prosecution of such claims. The foregoing condition to the Custodian’s liability in such cases shall in no way limit, condition or diminish; (a) the duty of care of the Custodian under Section 9 hereof or Section 8 of the 17f5 Delegation Schedule; (b) the liability of the Custodian for the Custodian’s own negligence, bad faith, willful misconduct or other breach of such duty; or (c) any other obligation arising hereunder or under the 17f5 Delegation Schedule."

Responsibility for Subcustodians. 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 Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian shall so notify the Trust and, upon receipt of Proper Instructions, appoint any person designated by the Trust in such instruction to hold such security or other asset. In the absence of such Proper Instructions, the security or Foreign Asset may be left at its settlement location or moved to another agent for the purpose of safekeeping, provided that the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Trust of such claim. No more than thirty (30) calendar days after written notice to the Trust of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian or any Subcustodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company as its agent (an "Agent") to carry out such of the provisions of this Agreement as the Custodian may from time to time direct, provided, however, that the appointment of such Agent shall not relieve the Custodian of any of its responsibilities under this Agreement. The Custodian shall be responsible for the actions of any Agent other than a Subcustodian as if it performed such action itself. Except as provided in the last sentence of this Paragraph, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian listed on Appendix A to the extent that (i) under the terms set forth in the Subcustodian Agreement between the Custodian and the Subcustodian or in the Sub-subcustodian Agreement between a Subcustodian and a Sub-subcustodian, the Subcustodian or Sub-subcustodian has failed to perform in accordance with the standard of conduct imposed under such Subcustodian Agreement or Sub-subcustodian Agreement, provided that the Subcustodian Agreement or Sub-subcustodian Agreement requires that such Subcustodian or Sub-subcustodian exercise reasonable care based on standards applicable to Custodians in the relevant market, or (ii) such acts or omissions omission would be deemed to be negligence, gross negligence or willful misconduct in accordance with the terms of the relevant subcustodian agreement under the laws, circumstances and practices prevailing in the place jurisdiction where the act or omission occurred. The In the countries indicated in Appendix B to this Agreement, (as it may be amended from time to time with prospective effect only), the liability of the Custodian in respect for the acts or omissions of the countries and Subcustodians listed on the Global Custody Network listing and such countries and Subcustodians which the Custodian may from time to time designate, a Subcustodian under this Section 8.3 shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian. The foregoing condition to the Custodian’s liability shall be operative only if the Custodian undertakes, at its own expense, commercially reasonable means to enforce any contractual or other claims the Custodian, on its own behalf or on behalf of the affected Fund, may have against the relevant Subcustodian. At the election of the affected Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any such claim against the relevant Subcustodian. In the event the affected Fund makes such an election, the Custodian shall have no obligation to pursue such claims independently, but shall cooperate with the Fund in the Fund’s prosecution of such claims. The foregoing condition to the Custodian’s liability in such cases shall in no way limit, condition or diminish: (a) the duty of care of the Custodian under Section 9 hereof or Section 8 of the Foreign Custody Manager Delegation Agreement; (b) the liability of the Custodian for the Custodian’s own negligence, bad faith, willful misconduct or other breach of such duty; or (c) any other obligation arising hereunder or under the Foreign Custody Manager Delegation Agreement."