Common use of Agents and Subcustodians Clause in Contracts

Agents and Subcustodians. The Bank may employ agents in the performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Upon receipt of Proper Instructions, the Bank may employ subcustodians with respect to domestic Portfolio Securities, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the Act to act as a custodian of the Fund's assets. Provided the Bank has received a certified copy of a resolution of the Board specifically approving the appointment of an Eligible Foreign Custodian and the depositing of Portfolio Securities which are Foreign Securities therewith and the Bank has not received an Officer's Certificate indicating that such approval has been withdrawn, the Bank may deposit such Foreign Securities and cash with such Eligible Foreign Custodian, as a subcustodian hereunder, in accordance with Schedule A hereto. The Bank shall have the same liability to the Fund on account of any actions or omissions of any sub-custodian so employed as any such sub-custodian has to the Bank. The Fund shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any subcustodian. Upon request of the Bank, the Fund shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund shall pay all fees and expenses of any subcustodian. The Bank shall use its best efforts to provide the Fund with information described in the "NOTES" to Rule 17f-5 and such other similar information as the Fund may reasonably request to assist its Board of Directors to satisfy their obligation under such Rule. In addition, the Bank shall use its best efforts to provide the Fund with prompt notice of any material change in information previously provided to the Fund pursuant to this Section 12-2 or any material changes in the facts or circumstances upon which such information is based.

Agents and Subcustodians. The Bank may employ agents in the performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Upon receipt of Proper Instructions, the Bank may employ subcustodians with respect to domestic Portfolio Securitiessecurities, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(117(f) (1) of the Act to act as a custodian of the Fund's assets. Provided the Bank has received a certified copy of a resolution of the Board specifically approving the appointment of an Eligible Foreign Custodian and the depositing of Portfolio Securities which are Foreign Securities therewith and the Bank has not received an Officer's Certificate indicating that such approval has been withdrawn, the Bank may deposit such Foreign Securities and cash with such Eligible Foreign Custodian, as a subcustodian hereunder, in accordance with as set forth on Schedule A hereto, as may be amended by the parties from time to time. The Bank shall have the same no liability to the Fund on account or any other person by reason of any actions act or omissions omission of any sub-custodian so employed as any such sub-custodian has to subcustodian and the Bank. The Fund shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any subcustodian, provided however, that this provision shall not protect the Bank in the event of the Bank's own negligence, willful misfeasance or misconduct or from any negligent disregard of its own duties hereunder. Upon request of the Bank, the Fund shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund shall pay all fees and expenses of any subcustodian. The Bank subcustodian as shall use its best efforts to provide the Fund with information described in the "NOTES" to Rule 17f-5 and such other similar information as the Fund may reasonably request to assist its Board of Directors to satisfy their obligation under such Rule. In addition, the Bank shall use its best efforts to provide the Fund with prompt notice of any material change in information previously provided be mutually agreed upon prior to the Fund pursuant to this Section 12-2 or any material changes in the facts or circumstances upon which appointment of such information is basedsubcustodian.