Common use of Liability for Acts and Omissions of Foreign Subcustodians Clause in Contracts

Liability for Acts and Omissions of Foreign Subcustodians. The Custodian shall be liable to a Fund for any loss or damage to such Fund caused by or resulting from the acts or omissions of any Foreign Subcustodian to the extent that, under the terms set forth in the subcustodian agreement between the Custodian or a Domestic Subcustodian and such Foreign Subcustodian, the Foreign Subcustodian has failed to perform in accordance with the standard of conduct imposed under such subcustodian agreement and the Custodian or Domestic Subcustodian recovers from the Foreign Subcustodian under the applicable subcustodian agreement. The Custodian shall use (or shall require or cause a Domestic Subcustodian to use) commercially reasonable efforts to seek any such potential recovery. In the event of any act or omission on the part of an agent of Custodian which causes a Fund to suffer a loss and which the Fund believes in good faith results from a breach of the Standard of Care by such agent, Custodian shall attempt to assign to the Fund any rights it may have in respect of such act or omission. In the event that a Fund obtains outside legal advice that such assignment would be ineffective to enable the Fund to pursue its claim, then Custodian shall claim and pursue, at the Fund’s expense, damages or compensation from the agent on the Fund’s behalf. Where Custodian has used any Subcustodians which are affiliates controlled by, controlling or under common control with Custodian, Custodian will be liable for the acts and omissions of such affiliates to the same extent as if such acts or omissions had been taken by Custodian itself.

Liability for Acts and Omissions of Foreign Subcustodians. The Custodian shall be liable to a Fund for any loss or damage to such Fund caused by or resulting from the acts or omissions of any Foreign Subcustodian to the extent that, under the terms set forth in the subcustodian agreement between the Custodian or a Domestic Subcustodian and such Foreign Subcustodian, the Foreign Subcustodian has failed to perform in accordance with the standard of conduct imposed under such subcustodian agreement and the Custodian or Domestic Subcustodian recovers from the Foreign Subcustodian under the applicable subcustodian agreement. The At the election of the Trust (and if not explicitly prohibited by the relevant agreement with the applicable Domestic Subcustodian or Foreign Subcustodian), the Trust shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the applicable Domestic Subcustodian, Foreign Subcustodian or any other person which the Custodian may have as a consequence of any loss or damage caused by the applicable Domestic Subcustodian or Foreign Subcustodian if and to the extent that the Trust or a Fund has not been made whole for any such loss or damage; provided, however, (1) the Trust shall have no greater rights than the Custodian with respect to such claim; (2) the Custodian shall use have no duty to be a party to such claim; and (or shall require or cause a Domestic Subcustodian to use3) commercially reasonable efforts to seek any such potential recovery. In if the event of any act or omission on the part of an agent of Custodian which causes a Fund to suffer Trust: (a) suffers a loss and which the Fund believes in good faith results from a breach of the Standard of Care or damage caused by such agent, Custodian shall attempt to assign to the Fund any rights it may have in respect of such act or omission. In the event that a Fund obtains outside legal advice that such assignment would be ineffective to enable the Fund to pursue its claim, then Custodian shall claim and pursue, at the Fund’s expense, damages or compensation resulting from the agent on the Fund’s behalf. Where Custodian has used any Subcustodians which are affiliates controlled by, controlling or under common control with Custodian, Custodian will be liable for the acts and omissions of such affiliates to the same extent as if such acts or omissions had been taken of the applicable Domestic Subcustodian or Foreign Subcustodian acting in such capacity; (b) receives a payment from the Custodian in partial reimbursement for the loss or damage suffered by the Trust; (c) elects to be subrogated to the rights of the Custodian itselfwith respect to one or more claims against the applicable Domestic Subcustodian and/or one or more Foreign Subcustodians or other persons as contemplated herein; and (d) receives total payments from the Custodian, the applicable Domestic Subcustodian, any Foreign Subcustodians or other persons in connection with the loss or damage such that the aggregate payments received by the Trust in reimbursement of such loss or damage from the Custodian, the applicable Domestic Subcustodian, any Foreign Subcustodians and other persons exceed the sum of the amount of (x) the loss or damage and (y) the Trust’s total cost of recovery, all as determined in reasonable judgment of the Trust, the Trust shall pay the Custodian such excess amount.