Common use of Rule 17f-5 Clause in Contracts

Rule 17f-5. As of the date hereof, Rule 17f-5 provides that the Fund may from time to time place or maintain in the care of an Eligible Foreign Custodian any of the Fund's Foreign Assets, PROVIDED THAT: (a) The Fund's Foreign Custody Manager determines that the Fund's assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, if maintained with the Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), the method of keeping custodial records, and the security and data protection practices; (ii) Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign Assets; (iii) The Eligible Foreign Custodian's general reputation and standing; and (iv) Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the custodian in the United States or the custodian's consent to service of process in the United States. (b) The arrangement with the Eligible Foreign Custodian is governed by a written contract that the Custodian, as Foreign Custody Manager, has determined will provide reasonable care for the Fund's assets based on the standards set forth in paragraph (a) above. (i) Such contract must provide: (A) For indemnification or insurance arrangements (or any combination of the foregoing) that will adequately protect the Fund against the risk of loss of Foreign Assets held in accordance with such contract; (B) That Foreign Assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the Eligible Foreign Custodian or its creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of the custodian arising under bankruptcy, insolvency, or similar laws; (C) That beneficial ownership of the Foreign Assets will be freely transferable without the payment of money or value other than for safe custody or administration;