Common use of Appointment of Foreign Sub-Custodians Clause in Contracts

Appointment of Foreign Sub-Custodians. (a) At any time and from time to time, Custodian may, in its discretion, appoint and employ in accordance with the 1940 Act (i) any overseas branch of any Eligible Domestic Bank, or (ii) any Eligible Foreign Custodian selected by the Foreign Custody Manager, in each case as a foreign sub-custodian for securities and other assets of a Portfolio that are maintained outside the United States, provided that the employment of any such overseas branch has been approved by the Fund, and provided that, in the case of any such Eligible Foreign Custodian, the Foreign Custody Manager has approved, in writing, the agreement (and/or, in the case of a Foreign Securities Depository, the rules and/or established practices or procedures thereof) pursuant to which Custodian employs such Eligible Foreign Custodian. (b) Set forth on Exhibit D hereto, with respect to each Portfolio, are the foreign sub-custodians (including Foreign Securities Depositories) that Custodian may employ pursuant to Section 3.6(a) above. Exhibit D shall be revised from time to time as foreign sub-custodians are added or deleted. (c) If the Trust proposes to have a Portfolio make an investment which is to be held in a country in which Custodian does not have appropriate arrangements in place with a foreign sub-custodian selected by the Foreign Custody Manager, then the Trust shall inform Custodian sufficiently in advance of such investment to allow Custodian to put such arrangements in place. (d) Notwithstanding anything to the contrary in Section 8.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to any Portfolio or the Trust for the actions or omissions of any foreign sub-custodian appointed pursuant to this Agreement than any such foreign sub-custodian has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such foreign sub-custodian has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full. (e) Upon the request of the Foreign Custody Manager, Custodian shall furnish to the Foreign Custody Manager (but no more often than once per year) information concerning all foreign sub-custodians appointed pursuant to this Agreement which shall be similar in kind and scope to any such information that may have been furnished to the Foreign Custody Manager in connection with the initial approval by the Foreign Custody Manager of the agreements pursuant to which Custodian employs such foreign sub-custodians or as otherwise required by the 1940 Act.

Appointment of Foreign Sub-Custodians. (a) At any time and from time to time, Custodian may, in its discretion, discretion may appoint and employ in accordance with the 1940 Act (i) any overseas branch of any Eligible Domestic Bank, or (ii) any Eligible Foreign Custodian selected by the Foreign Custody ManagerEntity, in each case as a foreign sub-custodian for securities and other assets of a Portfolio the Fund that are maintained outside the United States, provided provided, however, that any such appointment shall be subject to prior written approval by the employment Fund of any (A) the agreement pursuant to which Custodian proposes to employ such overseas branch has been approved by the Fundor Eligible Foreign Entity, and provided that, (B) in the case of any such Eligible Foreign CustodianEntity, the country or countries in which such Foreign Custody Manager has approved, in writing, Eligible Entity is to be authorized to hold securities and other assets of the agreement (and/or, in the case of a Foreign Securities Depository, the rules and/or established practices or procedures thereof) pursuant to which Custodian employs such Eligible Foreign CustodianFund. (b) Set forth on Exhibit D hereto, with respect to each Portfolio, hereto are the foreign sub-sub- custodians (including Foreign Securities Depositories) that Custodian may employ appointed pursuant to Section 3.6(a) aboveabove and the countries in which pursuant to Section 3.6(a) above they may hold securities and other assets of the Fund. Exhibit D shall be revised from time to time as foreign sub-custodians and countries are added or deleted. (c) If the Trust proposes to have The Fund shall inform Custodian sufficiently in advance of a Portfolio make an proposed investment which is to be held in a country not listed in which Exhibit D hereto to allow the Fund to consider and give the approvals required under Section 3.6(a) above and for Custodian does not have to put appropriate arrangements in place with a foreign sub-custodian selected by custodian. If the Foreign Custody ManagerFund invests in a security or other asset to be held outside the United States before such approvals are given and such arrangements are put in place, then the Trust shall inform Custodian sufficiently such security or other asset may be held by such agent as Custodian, in advance of such investment to allow Custodian to put such arrangements in placeits discretion, may appoint. (d) Notwithstanding anything to the contrary in Section 8.1 6.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to any Portfolio or the Trust Fund for the actions or omissions of any foreign sub-custodian appointed pursuant to this Agreement (or any agent appointed pursuant to Section 3.6(c) above) than any such foreign sub-custodian (or such agent) has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such foreign sub-custodian (or agent) has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full. (e) Upon the request of the Foreign Custody ManagerFund, Custodian shall annually furnish to the Foreign Custody Manager (but no more often than once per year) Fund information concerning all foreign sub-sub- custodians appointed pursuant to this Agreement which shall be similar in kind and scope to any such information that may have been furnished to the Foreign Custody Manager Fund in connection with the initial approval by the Foreign Custody Manager Fund of the agreements pursuant to which Custodian employs such foreign sub-sub- custodians or as otherwise required by the 1940 Act.

Appointment of Foreign Sub-Custodians. (a) At any time and from time to time, Custodian may, in its discretion, discretion may appoint and employ in accordance with the 1940 Act (i) any overseas branch of any Eligible Domestic Bank, or (ii) any Eligible Foreign Custodian selected by the Foreign Custody ManagerEntity, in each ach case as a foreign sub-custodian for securities and other assets of a Portfolio that are maintained outside the United States, provided provided, however, that any such appointment shall be subject to prior written approval thereof by the employment Trust and, further, to prior written approval by the Trust of any (A) the agreement pursuant to which Custodian proposes to employ such overseas branch has been approved by the Fundor Eligible Foreign Entity, and provided that, (B) in the case of any such Eligible Foreign CustodianEntity, the country or countries in which such Foreign Custody Manager has approved, in writing, the agreement (and/or, in the case Eligible Entity is to be authorized to hold securities and other assets of a Foreign Securities Depository, the rules and/or established practices or procedures thereof) pursuant to which Custodian employs such Eligible Foreign CustodianPortfolio. (b) Set forth on Exhibit D hereto, with respect to each Portfolio, are the foreign sub-custodians (including Foreign Securities Depositories) that Custodian may employ appointed pursuant to Section 3.6(a) aboveabove and the countries in which pursuant to Section 3.6(a) above they may hold securities and other assets of such Portfolio. Exhibit D shall be revised from time to time as foreign sub-custodians and countries are added or deleted. (c) If the The Trust proposes to have shall inform Custodian sufficiently in advance of a Portfolio make an proposed investment which is to be held in a country not listed in which Exhibit D hereto to allow the Trust to consider and give the approvals required under Section 3.6(a) above and for Custodian does not have to put appropriate arrangements in place with a foreign sub-custodian selected by custodian. If a Portfolio invests in a security or other asset to be held outside the Foreign Custody ManagerUnited States before such approvals are given and such arrangements are put in place, then the Trust shall inform Custodian sufficiently such security or other asset may be held by such agent as Custodian, in advance of such investment to allow Custodian to put such arrangements in placeits discretion, may appoint. (d) Notwithstanding anything to the contrary in Section 8.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to any Portfolio or the Trust for the actions or omissions of any foreign sub-custodian appointed pursuant to this Agreement (or any agent appointed pursuant to Section 3.6(c) above) than any such foreign sub-custodian (or such agent) has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such foreign sub-custodian (or agent) has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full. (e) Upon the request of the Foreign Custody ManagerTrust, Custodian shall annually furnish to the Foreign Custody Manager (but no more often than once per year) Trust information concerning all foreign sub-custodians appointed pursuant to this Agreement which shall be similar in kind and scope to any such information that may have been furnished to the Foreign Custody Manager Trust in connection with the initial approval by the Foreign Custody Manager Trust of the agreements pursuant to which Custodian employs such foreign sub-custodians or as otherwise required by the 1940 Act.

Appointment of Foreign Sub-Custodians. Section 3.6 (a) At is amended by deleting it in its entirety and replacing it with the following: (i) By providing Proper Instructions to open an account in a given jurisdiction outside the United States, the Trust shall be deemed to have confirmed to Custodian that the Trust has (A) assessed and accepted all material country or sovereign risks in such jurisdiction and accepted responsibility for their occurrence, (B) made all determinations required to be made by the Trust under the 1940 Act, and (C) appropriately and adequately disclosed to its shareholders, other investors and all persons who have rights in or to such investments, all material investment risks, including those relating to the custody and settlement infrastructure or the servicing of securities in such jurisdiction. Proper Instructions to open an account in a given country shall comprise authorization of Custodian to hold assets in such country in accordance with the terms of this Agreement. Custodian shall not be required to make independent inquiry as to the authorization of the Trust to invest in such country. (ii) Unless instructed otherwise by the Trust, Custodian at any time and from time to time, Custodian may, time in its discretion, discretion may appoint and employ in accordance with the 1940 Act Act, and may also cease to employ, (iA) any overseas branch of any Eligible Domestic Bank, or (iiB) any Eligible Foreign Custodian selected by the Foreign Custody Manager, in each case as a foreign sub-custodian for securities and other assets of a Portfolio that are maintained outside the United States, provided provided, however, that the employment of any such overseas branch has been approved by the FundTrust and, and provided further, that, in the case of any such Eligible Foreign Custodian, the Foreign Custody Manager has approved, in writing, approved the agreement (and/or, in the case of a Foreign Securities Depository, the rules and/or established practices or procedures thereof) pursuant to which Custodian employs such Eligible Foreign Custodian. (b) Set forth on Exhibit D hereto, with respect to each Portfolio, are the foreign sub-custodians (including Foreign Securities Depositories) that Custodian may employ pursuant to Section 3.6(a) above. Exhibit D shall be revised from time to time as foreign sub-custodians are added or deleted. (c) If the Trust proposes to have a Portfolio make an investment which is to be held in a country in which Custodian does not have appropriate arrangements in place with a foreign sub-custodian selected by the Foreign Custody Manager, then the Trust shall inform Custodian sufficiently in advance of such investment to allow Custodian to put such arrangements in place. (d) Notwithstanding anything to the contrary in Section 8.1 below or elsewhere in this Agreement, Custodian shall have no greater liability to any Portfolio or the Trust for the actions or omissions of any foreign sub-custodian appointed pursuant to this Agreement than any such foreign sub-custodian has to Custodian, and Custodian shall not be required to discharge any such liability which may be imposed on it unless and until such foreign sub-custodian has effectively indemnified Custodian against it or has otherwise discharged its liability to Custodian in full. (e) Upon the request of the Foreign Custody Manager, Custodian shall furnish to the Foreign Custody Manager (but no more often than once per year) information concerning all foreign sub-custodians appointed pursuant to this Agreement which shall be similar in kind and scope to any such information that may have been furnished to the Foreign Custody Manager in connection with the initial approval by the Foreign Custody Manager of the agreements pursuant to which Custodian employs such foreign sub-custodians or as otherwise required by the 1940 Act."