Common use of Proxies and Other Materials Clause in Contracts

Proxies and Other Materials. (a) Unless otherwise instructed by the Fund, Custodian shall promptly deliver to the Fund all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account, Custodian shall promptly request instructions from the Fund on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Fund timely informs Custodian that the Fund wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Fund. Unless otherwise instructed by the Fund, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Fund, Custodian shall promptly transmit to the Fund all other written information received by Custodian from issuers of securities held in the Custody Account. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Fund all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the Fund, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Fund shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the FundTrust, Custodian shall promptly deliver to the Fund Trust all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody AccountAccount of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody AccountAccount of a Portfolio, Custodian shall promptly request instructions from the Fund Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Fund Trust timely informs Custodian that the Fund Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the FundTrust. Unless otherwise instructed by the FundTrust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the FundTrust, Custodian shall promptly transmit to the Fund Trust all other written information received by Custodian from issuers of securities held in the Custody AccountAccount of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Fund Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the FundTrust, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Fund Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the Fund, Custodian shall promptly deliver to the Fund all notices of meetings, proxies and proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account. Whenever Custodian or any of its agents receives a proxy with respect Before delivering them to securities in the Custody AccountFund, Custodian shall promptly request instructions from cause all proxies relating to such securities which are not registered in the name of the Fund on how to be promptly executed by the registered holder of such securities securities, without indication of the manner in which such proxies are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Fund timely informs Custodian that the Fund wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Fund. Unless otherwise instructed by the Fund, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Fund, Custodian shall promptly transmit to the Fund all other written information received by Custodian from issuers of securities held in the Custody Account. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Fund all written information received by Custodian from the issuers of such the securities whose tender or exchange is sought and from any the party (or its agents) making any such the tender or exchange offer or participating in such other corporate transactionoffer. If the Fund, Fund desires to take action with respect to such any tender or offer, exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other similar transaction, the Fund shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the FundTrust, Custodian shall promptly deliver to the Fund Trust all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody AccountAccount of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody AccountAccount of a Portfolio, Custodian shall promptly request instructions from the Fund Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Fund Trust timely informs Custodian that the Fund Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the FundTrust. Unless otherwise instructed by the FundTrust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the FundTrust, Custodian shall promptly transmit to the Fund Trust all other written information received by Custodian from issuers of securities held in the Custody AccountAccount of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Fund Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the Fund, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Fund shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five Business Days prior to the date on which Custodian is to take such action.or

Proxies and Other Materials. (a) Unless otherwise instructed by the FundTrust, Custodian shall promptly deliver to the Fund Trust all notices of meetings, proxies and proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody AccountAccount of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect Before delivering them to securities in the Custody AccountTrust, Custodian shall promptly request instructions from the Fund on how cause all proxies relating to such securities which are not registered in the name of a Portfolio to be promptly executed by the registered holder of such securities, without indication of the manner in which such proxies are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Fund timely informs Custodian that the Fund wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Fund. Unless otherwise instructed by the FundTrust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the FundTrust, Custodian shall promptly transmit to the Fund Trust all other written information received by Custodian from issuers of securities held in the Custody AccountAccount of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Fund Trust all written information received by Custodian from the issuers of such the securities whose tender or exchange is sought and from any the party (or its agents) making any such the tender or exchange offer or participating in such other corporate transactionoffer. If the Fund, Trust desires to take action with respect to such any tender or offer, exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other similar transaction, the Fund Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the FundCustodian, Sub-Custodian shall promptly deliver to the Fund Custodian all notices of meetings, proxies and proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account. Whenever Before delivery them to Custodian, Sub-Custodian or any of its agents receives a proxy with respect shall cause all proxies relating to such securities which are not registered in the Custody Accountname of Customer to be promptly executed by the registered holder of such securities, Custodian shall promptly request instructions from without indication of the Fund on how manner in which such securities proxies are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Fund timely informs Custodian that the Fund wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Fund. Unless otherwise instructed by the FundCustodian, neither Sub-Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the FundCustodian, Sub-Custodian shall promptly transmit to the Fund Custodian all other written information received by Sub-Custodian from issuers of securities held in the Custody Account. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Sub-Custodian shall promptly transmit to the Fund Custodian all written information received by Sub-Custodian from the issuers of such the securities whose tender or exchange is sought and from any the party (or its agents) making any such the tender or exchange offer or participating in such other corporate transactionoffer. If the Fund, Customer desires to take action with respect to such any tender or offer, exchange offer or other corporate similar transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Fund Custodian shall notify Sub-Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Sub-Custodian is to take such action as will allow Sub-Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least five Business Days prior to the date on which Sub-Custodian is to take such action.