Common use of Liability of the Clause in Contracts

Liability of the. Subcustodian with Respect to Use of Securities Systems and Foreign Depositories, is amended by the insertion of the following at the end of said Section: "Notwithstanding anything in this Agreement to the contrary, neither the Subcustodian nor the Sub-Subcustodian shall be responsible or liable to the Custodian a Fund or its shareholders for the acts or omissions of a Foreign Depository in Russia, and in addition, neither the Subcustodian nor a Sub-Subcustodian shall be responsible or liable to the Custodian, a Fund or its shareholders for the failure of the Subcustodian or Sub-Subcustodian to assert rights effectively against any such Foreign Depository unless due to the negligence, fraud, or willful default of the Subcustodian or Sub-Subcustodian." 10. The first paragraph of Section 6.4, Standard of Care; Liability; Inderrmification, is replaced in its entirety with the following: "The Subcustodian shall be held only to the exercise of reasonable care in carrying out the provisions of this Agreement, provided that the Subcustodian shall not thereby be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. With respect to securities issued by Russian issuers or settlement in Russia of securities transactions, reasonable care shall mean reasonable practices under the circumstances as measured by prevailing custodial practices wnong international financial institutions in Russia, and negligence as used herein shall mean the failure to exercise reasonable care as defined in this sentence. The Subcustodian shall in no event be liable for consequential or indirect losses or from loss of goodwill. "Notwithstanding the foregoing, the Subcustodian shall have no liability in respect of any loss, damage or expense suffered by the Custodian a Fund or any shareholder of a Fund insofar as such loss, damage or expense arises from investment risk inherent in investing in capital markets or in holding assets in a particular country or jurisdiction, including without limitation, (i) political, legal, economic, settlement and custody infrastructure, and currency and exchange rate risks; (ii) investment and repatriation restrictions; (iii) a Fund's inability to protect and enforce any local legal rights including rights of title and beneficial ownership; (iv) corruption and crime in the local market; (v) unreliable information which emanates from the local market; (vi) volatility of banking and financial systems and infrastructure; (vii) bankruptcy and insolvency risks of any and all local banking agents, counterparties to cash and securities transactions or registrars or transfer agents; and (vii) risk of issuer insolvency or default. "It is understood that no Registrar, whether or not any such Registrar has entered into a contract or other arrangement with a Sub-Subcustodian or Foreign Depository, is or shall be considered or deemed to be a Foreign Depository or an agent of the Subcustodian or any Sub-Subcustodian, aud accordingly neither the Subcustodian nor the Sub-Subcustodian shall be responsible for or liable to the Custodian, a Fund or to the shareholders of a Fund for the acts or omissions of any such Registrar unless such acts or omissions result from the negligence, fraud or willful default of the Subcustodian or Sub-Subcustodian. It is also agreed that each Fund shall be responsible for preparation and filing of tax returns, reports and other documents on any activities it undertakes in Russia which are to be filed with any relevant governmental or other authority and for the payment of any taxes, levies, duties or similar liability the Fund incurs in respect of property held or sold in Russia or of payments or distributions received in respect thereof in Russia. Accordingly, the Custodian and each Fund hereby agree to indemnify and hold harmless the Subcustodian from any loss, cost or expense resulting from the imposition or assessment of any such tax, duty, levy or liability or any expenses related thereto." 11. A new Section 15., Risk Disclosure Acknowledgment, is added at the end of the present Section 14: "Each Fund hereby acknowledges that it has received, has read and has understood the Subcustodian's Risk Disclosure Statement, a copy of which is attached hereto and is incorporated herein by reference. Each Fund further acknowledges that the Risk Disclosure Statement is not comprehensive, and warrants and represents to the Subcustodian that it has undertaken its own review of the risks associated with investment in Russia and has concluded that such investment is appropriate for the Fund and in no way conflicts with the Fund's constitutive documents, investment objective, duties to its shareholders or with any regulatory requirements applicable to the Fund." 12. A new Section 16., Registrar System Reports, is added at the end of the new section 15: "Credit Suisse (Moscow) Ltd., a Sub-Subcustodian will prepare for distribution to the Board of Directors a quarterly report identifying any concerns Credit Suisse (Moscow) Ltd. has regarding the Russian share registration system that should be brought to the Board of Directors' attention. This report will include detailed information regarding the steps Credit Suisse (Moscow) Ltd. has taken during the reporting period to ensure that the Fund's interests continue to be appropriately recorded. This duty to report will commence upon Board of Director approval of investment in Russia. The first quarterly report will be submitted to the Board of Directors after the first full quarter of the Fund's investment in Russia. Each report will contain only new information from the date of the last quarterly report." Except as amended above, all the provisions of the Agreement as heretofore in effect shall remain in full force and effect.