Common use of Rule 17f-7: Primary Custodian Clause in Contracts

Rule 17f-7: Primary Custodian. 1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository that may be used to hold a Fund’s Foreign Assets in each country in the Custodian’s foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. 2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository in each new country added to the Custodian’s foreign custody network. 3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund’s Foreign Assets with each Eligible Securities Depository used by each Fund and promptly notify such Fund or its investment adviser of any material change to those custody risks. 4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund’s Primary Custodian. 5. The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund’s adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that apply in each applicable market in which a Fund invests in respect of income payments on Property for the Fund’s benefit that Custodian believes may be available to a Fund. The Custodian shall promptly file any certificates or other affidavits for the refund or reclaim of foreign taxes paid, and otherwise use all lawful available measures customarily used to minimize the imposition of foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims or of alternate means of minimizing foreign taxes, Custodian will promptly notify each applicable Fund or Series of such developments. (b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund’s identity and place of residence and (ii) such other documentation or information as may be required by the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. (c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly provided herein, the Custodian shall have no responsibility with respect to any Fund’s tax position or status in any jurisdiction. (d) Each Fund confirms that the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. (e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian’s obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian’s reliance on other documentation and information provided by the Fund. (c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Custodian’s control. (d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund’s failure to comply with the terms of this Agreement, including this Schedule C, or the result of any third party’s inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian’s delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian’s negligent acts or omissions. The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian. 1. Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. 2. The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, annual reports, explanatory material concerning resolutions, management recommendations, or other relevant materials. 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. 4. In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. 5. Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above.

Rule 17f-7: Primary Custodian. 1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository set forth in Schedule B that may be used to hold a Fund’s Foreign Assets in each country in the Custodian’s foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. 2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each new Eligible Securities Depository in each new country added to the Custodian’s foreign custody network.Schedule B. 3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund’s Foreign Assets with each Eligible Securities Depository used by each Fund set forth in Schedule B and promptly notify such Fund or its investment adviser of any material change to those custody risks. 4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund’s Primary Custodian. 5. The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund’s adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. 6. If a custody arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7(a)(1), the Fund’s Foreign Assets will be withdrawn from the depository as soon as reasonably practicable as required by Rule 17f-7(a)(2). (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that Custodian reasonably determines apply in each applicable market in which a Fund invests in respect of income payments on Property for the Fund’s benefit that Custodian believes may be available to a Fund. The Custodian shall promptly file any certificates or other affidavits for the refund or reclaim of foreign taxes paid, and otherwise use all lawful available measures customarily used to minimize the imposition of foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims or of alternate means of market practices associated with minimizing foreign taxes, Custodian will promptly notify each applicable Fund or Series of such developments. The Custodian will from time to time notify the Fund or Series of such markets in which tax relief may be available. (b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund’s identity and place of residence and (ii) such other documentation or information as may be required by the Custodian for the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. The Custodian is responsible for notifying the Fund of the timing documentation or other information is required. (c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly otherwise provided herein, the Custodian shall have no responsibility with respect to any Fund’s tax position or status in any jurisdiction. Upon receipt of timely documentation from the Fund, the Custodian is responsible for filing such documentation within applicable jurisdictions in accordance with Proper Instructions. (d) Each Fund confirms that the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. (e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian’s obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule Appendix C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian’s reliance on other documentation and information provided by the Fund. (c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Custodian’s control. (d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund’s failure to comply with the terms of this Agreement, including this Schedule Appendix C, or the result of any third party’s inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian’s delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian’s negligent acts or omissions. The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian. 1. Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. 2. The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, annual reports, explanatory material concerning resolutions, management recommendations, or other relevant materials. 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. 4. In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. 5. Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above.

Rule 17f-7: Primary Custodian. 1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository (as that term is defined in Rule 17f-7(b)(1)) that may be used to hold a Fund’s 's Foreign Assets in each country in the Custodian’s 's foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. This analysis can generally cover the depository's expertise and market reputation, quality of services, financial strength, insurance or indemnification arrangements, extent and quality of regulation, independent examination of the depository, ratings, internal controls and related procedures, and related legal protections. 2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository in each new country added to the Custodian’s 's foreign custody network. 3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund’s 's Foreign Assets with each Eligible Securities Depository used by each Fund and promptly notify such Fund or its investment adviser of any material change to those custody risks. 4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund’s 's Primary Custodian. 5. The In addition to the Custodian's obligations set forth in paragraph 3 of this Part II, the Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund’s 's adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that apply in each applicable market in which a Fund invests in respect of income payments on Property for the Fund’s benefit that Custodian believes may be available to a Fund. The Custodian shall promptly file any certificates or other affidavits for the refund or reclaim of foreign taxes paid, and otherwise use all lawful available measures customarily used to minimize the imposition of foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims or of alternate means of minimizing foreign taxes, Custodian will promptly notify each applicable Fund or Series of such developments. (b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund’s identity and place of residence and (ii) such other documentation or information as may be required by the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. (c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly provided herein, the Custodian shall have no responsibility with respect to any Fund’s tax position or status in any jurisdiction. (d) Each Fund confirms that the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. (e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian’s obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian’s reliance on other documentation and information provided by the Fund. (c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Custodian’s control. (d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund’s failure to comply with the terms of this Agreement, including this Schedule SCHEDULE C, or the result of any third party’s inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian’s delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian’s negligent acts or omissions. The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian. 1. Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. 2. The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, annual reports, explanatory material concerning resolutions, management recommendations, or other relevant materials. 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. 4. In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. 5. Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above.

Rule 17f-7: Primary Custodian. 1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository that may be used to hold a Fund’s 's Foreign Assets in each country in the Custodian’s 's foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. 2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository in each new country added to the Custodian’s 's foreign custody network. 3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund’s 's Foreign Assets with each Eligible Securities Depository used by each Fund and promptly notify such Fund or its investment adviser of any material change to those custody risks. 4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund’s 's Primary Custodian. 5. The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund’s 's adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that apply in each applicable market in which a Fund invests in respect of income payments 6. Based on Property for the Fund’s benefit that Custodian believes may be information available to a Fund. The Custodian shall promptly file any certificates or other affidavits for it in the refund or reclaim exercise of foreign taxes paid, and otherwise use all lawful available measures customarily used to minimize the imposition of foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims or of alternate means of minimizing foreign taxes, Custodian will promptly notify each applicable Fund or Series of such developments. (b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund’s identity and place of residence and (ii) such other documentation or information as may be required by the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. (c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly provided hereindiligence, the Custodian shall have shall promptly advise the applicable Board and any Directing Fiduciary if any Eligible Securities Depository ceases to be eligible. If a custody arrangement with an Eligible Securities Depository no responsibility with respect to longer meets the requirements of Rule 17f-7, the Board and any Fund’s tax position or status in any jurisdiction. (d) Each Directing Fiduciary may, and shall if the Fund confirms that is registered investment company, direct the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. (e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate withdrawal of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian’s obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising 's Foreign Assets from such certifications or from Custodian’s reliance on other documentation and information provided by Depository (and, if necessary, the Fund. (c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (ivapplicable market) as a result of any delay by any revenue authority or any other cause beyond the Custodian’s control. (d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund’s failure to comply with the terms of this Agreement, including this soon as reasonably practicable. Schedule C, or the result of any third party’s inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian’s delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian’s negligent acts or omissions. The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian. 1. Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. 2. The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, annual reports, explanatory material concerning resolutions, management recommendations, or other relevant materials. 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. 4. In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. 5. Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above.

Rule 17f-7: Primary Custodian. 1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository that may be used to hold a Fund’s 's Foreign Assets in each country in the Custodian’s 's foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. 2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository in each new country added to the Custodian’s 's foreign custody network. 3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund’s 's Foreign Assets with each Eligible Securities Depository used by each Fund and promptly notify such Fund or its investment adviser of any material change to those custody risks. 4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund’s 's Primary Custodian. 5. The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund’s 's adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that apply in each applicable market in which a Fund invests in respect of income payments on Property for the Fund’s 's benefit that Custodian believes may be available to a Fund. The Custodian shall promptly file any certificates or other affidavits for the refund or reclaim of foreign withholding taxes paid, and otherwise use all lawful available measures customarily used to minimize the imposition of reclaim foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims or of alternate means of minimizing foreign taxesreclaims, Custodian custodian will promptly notify each applicable Fund or Series of such developments. (b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund’s 's identity and place of residence and (ii) such other documentation or information as may be required by the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. (c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly provided herein, the Custodian shall have no responsibility with respect to any Fund’s 's tax position or status in any jurisdiction. (d) Each Fund confirms that the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. (e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian’s 's obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian’s 's reliance on other documentation and information provided by the Fund. (c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Custodian’s 's control. (d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund’s 's failure to comply with the terms of this Agreement, including this Schedule C, or the result of any third party’s 's inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian’s 's delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian’s 's negligent acts or omissions. The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian. 1. Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. 2. The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, annual reports, explanatory material concerning resolutions, management recommendations, or other relevant materials. 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. 4. In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. 5. Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above. Third party foreign exchange Late/incomplete trade/corporate action instructions Counterparty errors Where a given claim exceeds $2,500, the party having the claim may pursue it against the other party. Claims of $2,500 or less shall not be pursued. Claims must be made within 90 business days of the event, or within such other period as may be mutually agreed upon from time to time by the Custodian and the Fund. Claims not covered shall be made within such period as may be mutually agreed upon from time to time by the Custodian and the Fund. Global Custody Network Subcustodians * Argentina ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ The Chase Manhattan Bank, Sydney Austria Bank Austria AG, Vienna Bahrain HSBC Bank Middle East, Manama Bangladesh Standard Chartered Bank, Dhaka Belgium Fortis Bank N.V., Brussels Bermuda The Bank of Bermuda, Ltd., ▇▇▇▇▇▇▇▇ Botswana Barclays Bank of Botswana, Ltd., Gaborone Brazil Citibank, N.A., Sao Paulo BankBoston, N.A., Sao Paulo Bulgaria ING Bank N.V., Sofia Canada Royal Bank of Canada, Toronto Canadian Imperial Bank of Commerce, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇, ▇▇▇▇▇▇▇▇ China The Hongkong and Shanghai Banking Corporation, Ltd., Shanghai The Hongkong and Shanghai Banking Corporation Ltd., Shenzhen

Rule 17f-7: Primary Custodian. 1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository that may be used to hold a Fund’s 's Foreign Assets in each country in the Custodian’s 's foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. 2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository in each new country added to the Custodian’s 's foreign custody network. 3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund’s 's Foreign Assets with each Eligible Securities Depository used by each Fund and promptly notify such Fund or its investment adviser of any material change to those custody risks. 4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund’s 's Primary Custodian. 5. The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund’s 's adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that apply in each applicable market in which a Fund invests in respect of income payments on Property for the Fund’s 's benefit that Custodian believes may be available to a Fund. The Custodian shall promptly file any certificates or other affidavits for the refund or reclaim of foreign taxes paid, and otherwise use all lawful available measures customarily used to minimize the imposition of foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims or of alternate means of minimizing foreign taxes, Custodian will promptly notify each applicable Fund or Series of such developments. (b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund’s 's identity and place of residence and (ii) such other documentation or information as may be required by the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. (c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly provided herein, the Custodian shall have no responsibility with respect to any Fund’s 's tax position or status in any jurisdiction. (d) Each Fund confirms that the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. (e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian’s 's obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian’s 's reliance on other documentation and information provided by the Fund. (c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Custodian’s 's control. (d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund’s 's failure to comply with the terms of this Agreement, including this Schedule C, or the result of any third party’s 's inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian’s 's delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian’s 's negligent acts or omissions. The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian. 1. Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. 2. The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, annual reports, explanatory material concerning resolutions, management recommendations, or other relevant materials. 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. 4. In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. 5. Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above.

Rule 17f-7: Primary Custodian. 1. The Custodian shall provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each Eligible Securities Depository set forth in Schedule B that may be used to hold a Fund’s 's Foreign Assets in each country in the Custodian’s 's foreign custody network. Each such analysis shall include the information necessary to allow a Fund or its adviser to determine that each depository qualifies as an Eligible Securities Depository. 2. The Custodian shall promptly provide each Fund with an initial analysis of the custody risks associated with maintaining Foreign Assets in each new Eligible Securities Depository in each new country added to the Custodian’s foreign custody network.Schedule B. 3. The Custodian shall monitor on a continuing basis the custody risks associated with maintaining a Fund’s 's Foreign Assets with each Eligible Securities Depository used by each Fund set forth in Schedule B and promptly notify such Fund or its investment adviser of any material change to those custody risks. 4. The Custodian shall exercise reasonable care, diligence and prudence in performing its duties as each Fund’s 's Primary Custodian. 5. The Custodian shall annually review the condition of each Eligible Securities Depository used by a Fund and provide each Fund’s 's adviser with written confirmation that there have been no material changes in the custody risks associated with using each such Eligible Securities Depository. 6. If a custody arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7(a)(1), the Fund's Foreign Assets will be withdrawn from the depository as soon as reasonably practicable as required by Rule 17f-7(a)(2). (a) Custodian shall apply for a reduction of withholding tax and any refund of any tax paid or credits that Custodian reasonably determines apply in each applicable market in which a Fund invests in respect of income payments on Property for the Fund’s 's benefit that Custodian believes may be available to a Fund. The Custodian shall promptly file any certificates or other affidavits for the refund or reclaim of foreign taxes paid, and otherwise use all lawful available measures customarily used to minimize the imposition of foreign taxes at the source. To the extent that the Custodian becomes aware of any changes to law, interpretative rulings or procedures regarding tax reclaims or of alternate means of market practices associated with minimizing foreign taxes, Custodian will promptly notify each applicable Fund or Series of such developments. The Custodian will from time to time notify the Fund or Series of such markets in which tax relief may be available. (b) The provision of tax reclaim services by the Custodian is contingent upon the Custodian receiving from a Fund (i) a declaration of the Fund’s 's identity and place of residence and (ii) such other documentation or information as may be required by the Custodian for the jurisdiction in which the services are being provided. Each Fund acknowledges that if the Custodian does not receive such declarations, documentation, and information from a Fund, the Custodian will not be able to provide tax reclaim services to such Fund. The Custodian is responsible for notifying the Fund of the timing documentation or other information is required. (c) The Custodian shall perform tax reclaim services with respect to taxation levied by the revenue authorities of the countries in which the Custodian provides global custody services. Except as expressly otherwise provided herein, the Custodian shall have no responsibility with respect to any Fund’s tax position or status in any jurisdiction. Upon receipt of timely documentation from the Fund, the Custodian is responsible for filing such documentation within applicable jurisdictions in accordance with Proper Instructions. (d) Each Fund confirms that the Custodian is authorized to disclose to any lawful revenue authority or governmental body any information requested by such entity in relation to a Fund or the Property held by a Fund. (e) Tax reclaim services may be provided by the Custodian or, in whole or in part, by any third party appointed by the Custodian (which may be an affiliate of the Custodian); provided that the Custodian shall be liable for the performance of any such third party to the same extent as if the Custodian had itself performed the services. (a) The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Fund by the tax law of the United States of America or any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Fund by the tax law of jurisdictions other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. (b) Each Fund confirms that the Custodian is authorized to deduct from any cash received or credited to an Account any taxes or levies required by any lawful revenue or governmental authority with respect to such Account. Each Fund certifies that it is a resident of the United States and shall notify the Custodian of any changes in residency. The Custodian may rely upon this certification or the certification of such other facts as may be required to administer the Custodian’s 's obligations under this Agreement. Each Fund shall provide Custodian with such other documentation and information as Custodian may reasonably request in connection with its provision of services under this Schedule Appendix C. Each Fund, severally and not jointly, shall indemnify the Custodian against all losses, liability, claims or demands arising from such certifications or from Custodian’s 's reliance on other documentation and information provided by the Fund. (c) Each Fund shall be responsible for the payment of all taxes, including interest and penalties, relating to Property in an Account except as specifically limited by section 2(d). The Custodian shall not be liable to a Fund or any third party for any taxes, fines, or penalties payable by the Custodian or a Fund that result from (i) the inaccurate completion of documents by a Fund or any third party; (ii) provision to the Custodian or a third party of inaccurate or misleading information by a Fund or any third party; (iii) the withholding of material information by a Fund or any third party; or (iv) as a result of any delay by any revenue authority or any other cause beyond the Custodian’s 's control. (d) Each Fund agrees to pay, and to indemnify and hold the Custodian harmless from and against, all liabilities, penalties, interest or additions to tax with respect to or resulting from any delay in or failure by the Custodian (i) to pay, withhold or report any U.S. federal, state, or local taxes, or foreign taxes imposed on or (ii) to report interest, dividend, or other income paid or credited to an Account, where such delay or failure by the Custodian to pay, withhold, or report tax or income is the result of a Fund’s 's failure to comply with the terms of this Agreement, including this Schedule Appendix C, or the result of any third party’s 's inaccurate completion of documents on behalf of a Fund. No Fund shall be liable to the Custodian for any penalty or additions to tax due as a result of the Custodian’s 's delay or failure to pay or withhold tax or to report interest, dividend or other income paid or credited to an Account solely as a result of the Custodian’s 's negligent acts or omissions. The Custodian shall provide proxy services in accordance with the terms set forth below. Proxy services may be provided by the Custodian or, in whole or in part, by a Subcustodian or nominee appointed by the Custodian. 1. Proxy services include, but are not limited to notices by the Custodian to a Fund or Series of the dates of pending shareholder meetings, resolutions to be voted upon, and the required return dates as may be received by the Custodian or provided to the Custodian by its Subcustodian or by third parties. 2. The Custodian shall promptly deliver or mail to Proxy Monitor, or such other proxy vendor as may be appointed from time to time by a Fund, all forms of proxies and all notices of meetings and any other notices or announcements or related proxy materials affecting or relating to securities owned by such Fund that are actually received by the Custodian. For purposes of this Schedule D, related proxy materials shall include, but not be limited to, annual reports, explanatory material concerning resolutions, management recommendations, or other relevant materials. 3. Neither the Custodian nor any Subcustodian or nominee shall vote upon any of such securities or execute any proxy to vote thereon or give any consent or take any other action with respect thereto. 4. In providing proxy services hereunder, the Custodian shall be acting solely as the agent of a Fund and shall not exercise any discretion with regard to such proxy services. 5. Each Fund or Series will promptly notify the Custodian of any change in or addition to the proxy vendor[s] used by such Fund or Series. Such notice shall provide Custodian with such information as may be required to allow the Custodian to carry out its duties under paragraph 2 above.