Common use of Use of Subcustodian Clause in Contracts

Use of Subcustodian. (a) Bank shall identify the Assets on its books as belonging to Customer. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such Assets as belonging to the customer or as being held by Bank for the benefit of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

Use of Subcustodian. With respect to Securities in the Account which are maintained by the Custodian in the custody of a subcustodian pursuant to Section 5, (a) Bank shall The Custodian will identify the Assets on its books as belonging to Customerthe Customer any Securities held by such subcustodian. (b) A Subcustodian shall hold In the event that a subcustodian permits any of the Securities placed in its care to be held in a securities depository or clearing agency, such Assets together subcustodian will be required by its agreement with assets belonging the Custodian to other customers of Bank in accounts identified identify on its books such Subcustodian's books Securities as custody accounts being held for the exclusive benefit account of customers of Bankthe Custodian for its customers. (c) Any Financial Assets Securities in the Accounts Account held by a Subcustodian shall subcustodian will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets agents unless specifically otherwise authorized by the Custodian on an exception basis; and any Securities held in a securities depository or clearing agency for the account of the Custodian or a Subcustodian shall subcustodian will be subject only to the instructions of the Custodian or such Subcustodiansubcustodian, as the case may be. (d) Securities deposited with a subcustodian will be maintained in an account holding only assets for customers of the Custodian. (e) Any agreement Bank enters the Custodian shall enter into with a Subcustodian for subcustodian with respect to the holding Bank's customers' assets of Securities shall provide require that (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall Securities are not be subject to any right, charge, security interest, interest lien or claim of any kind in favor of such Subcustodian or its creditors subcustodian except a claim of for payment in accordance with such agreement for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; and expenses related thereto and (iiiii) that the beneficial ownership of such assets shall Securities be freely transferable without the payment of money or value other than for safe custody or administration; administration and expenses related thereto. (ivf) that adequate records Upon request by the Customer, the Custodian will be maintained identifying such Assets as belonging to identify the customer or as being held by Bank for name, address and principal place of business of any subcustodian and the benefit of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation name and address of the contents of those records; and (vi) governmental agency or other regulatory authority that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to supervises or from Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of regulates such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodiansubcustodian.

Use of Subcustodian. (a) Bank shall identify the Assets on its books as belonging to Customer. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets Securities held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bankits customer's customers' assets shall provide (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration oradministration, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such Assets as belonging to the customer or as being held by Bank for the benefit of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian. (e) As long as Securities and Exchange Commission Rule 17f-5 or the 1981 Chase SEC Order requires the Board of Directors/Trustees of a registered investment company directly to approve its foreign custody arrangements, the Bank shall furnish annually to the Customer information concerning Subcustodians similar in kind and scope as that furnished to the Customer in connection with the initial approval hereof. The Bank shall timely advise the Customer of any material adverse change in the facts or circumstances upon which such information is based where such changes would affect the eligibility of the Subcustodian under Rule 17f-5 as soon as practicable after it becomes aware of any such material adverse change in the normal course of its custodial activities.

Use of Subcustodian. (a) Bank shall identify the Assets on its books as belonging to Customer. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Assets held by Bank or a Subcustodian in a Custody Account shall be segregated at all times from Bank's or Subcustodian's proprietary assets, and on Bank's or Subcustodian's records segregated from the assets of any other account holder for which Bank or Subcustodian serves as custodian in any other capacity. Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide (i) for indemnification or insurance arrangements (or any combinationcombination of the foregoing) such that Enterprise and its Funds will be adequately protect the Customer protected against the risk of loss of the Assets held in accordance with the Agreementsuch agreement; (ii) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such the Assets as belonging to the customer Bank on behalf of its customers, or as being held by Bank a third party for the benefit of Bank on behalf of its customercustomers; (v) that the customerEnterprise's independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Customer Bank will receive periodic reports with respect to the safekeeping of Customer's assets the Assets, including but not limited to, notification of any transfer of the Assets to or from Customer's the account of a Fund or a third party account containing assets Assets held for the benefit of the Customera Fund. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

Use of Subcustodian. (a) Bank You shall identify the Assets on its your books as belonging to Customer. (b) us. A Subcustodian shall hold such our Assets together with assets belonging to other of your customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) your customers. Any Financial Assets in the Accounts accounts held by a Subcustodian shall be subject only to the instructions instruction of Bank you or its your agent. Any Financial Assets held in with a securities depository for the account of a Subcustodian shall be subject only to the instructions directions of such Subcustodian. (d) . Any agreement Bank enters you enter into with a Subcustodian for holding Bank's your customers' assets shall provide provide: (i) for indemnification or insurance arrangements (or any combinationcombination of the foregoing) such that the Trust and its Portfolios will be adequately protect the Customer protected against the risk of loss of the Assets held in accordance with the Agreementsuch agreement; (ii) such assets that the Assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors creditors, except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) that the beneficial ownership of such assets the Assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such the Assets as belonging to the customer Trust, on behalf of its Portfolios, or as being held by Bank a third party for the benefit of the Trust, on behalf of its customerPortfolios; (v) that the customerTrust's independent public accountants will be given access to those records or confirmation of the contents of those records; , and (vi) that the Customer Trust will receive periodic reports with respect to the safekeeping of Customer's assets the Assets, including including, but not limited to, notification of any transfer of the Assets to or from Customer's the account of a Portfolio or a third party account containing assets the Assets held for the benefit of the CustomerPortfolio. In lieu of any or all of the provisions set forth in (i) though (vi) above, such agreement may contain such other provisions that Chase, as the Foreign Custody Manager, determines will provide, in their entirety, the same or greater level of care and protection for the Assets as the provisions set forth in (i) through (vi) above in their entirety. Where Securities financial Assets are deposited by a Subcustodian with a securities depository, Bank you shall cause the Subcustodian to identify on its books as belonging to Bankyou, as agent, the Securities Financial Assets shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer us with any particular Subcustodian. Global Securities Account Transactions. Financial Assets shall be transferred, exchanged or delivered by you or the Subcustodian upon receipt by you of instructions that include all information required by you. Settlement and payment for Financial Assets received for, and delivery of Financial Assets out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Financial Assets to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Financial Assets out of the Custody Account may be made in any manner specifically required by our instructions acceptable to you. All collections of funds or other property paid or distributed in respect of Financial Assets in the Custody Account shall be made at our risk. You shall have no liability for any loss occasioned by delay in the actual receipt of notice by you or by Subcustodians of any payment, redemption or other transaction regarding Financial Assets in the Custody Account in respect of which you have agreed to take any action under the Agreement.

Use of Subcustodian. With respect to Property in an Account which is maintained by the Custodian through a Subcustodian employed pursuant to Section 4: (a) Bank shall The Custodian will identify the Assets on its books as belonging to the Customer, any Property maintained through such Subcustodian. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets Property in the Accounts Account held by or credited to a Subcustodian shall will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets held in a securities depository for the account of agents. (c) Property deposited with or credited to a Subcustodian shall will be subject maintained in an account holding only to assets for customers of the instructions of such SubcustodianCustodian. (d) In exercising the authority delegated under this Agreement as Foreign Custody Manager to enter into written contracts governing the Customer's foreign custody arrangements with a non-U.S. Subcustodian, the Custodian shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to non-U.S. Subcustodians in the relevant market. Any agreement Bank enters the Custodian shall enter into with a non-U.S. Subcustodian for holding Bank's customers' assets with respect to maintaining Property shall provide require that (i) for indemnification the Account will be adequately indemnified or insurance arrangements its losses adequately insured (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the AgreementForeign Assets; (ii) such assets shall the Foreign Assets so maintained are not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors creditors, except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency insolvency, or similar laws; (iii) that the beneficial ownership of such assets shall Foreign Assets be freely transferable without the payment of money or value other than for safe custody or administration; , (iv) that adequate records will be maintained identifying the Foreign Assets maintained pursuant to such Assets Agreement as belonging to the customer or as being held by Bank Custodian, for the benefit of its customercustomers; (v) that the customer's independent public accountants will of or designated by the Customer be given access to those the records of such Subcustodian described in (iv) above or confirmation of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets the Foreign Assets, including including, but not limited to, notification of any transfer to or from the Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent; provided that, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent contract may contain, in lieu of any special agreement or arrangement made by Customer with any particular Subcustodianall of the provisions specified in this Section 6(d), other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.

Use of Subcustodian. (a) Bank shall identify the Assets on its books as belonging to Customer. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such Assets as belonging to the customer or as being held by Bank for the benefit of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.such

Use of Subcustodian. With respect to Property in an Account which is maintained by the -------------------- Custodian through a Subcustodian employed pursuant to Section 4: (a) Bank shall The Custodian will identify the Assets on its books as belonging to Customerthe Customer on behalf of a Portfolio, any Property maintained through such Subcustodian. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets Property in the Accounts Account held by or credited to a Subcustodian shall will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets held in a securities depository for the account of agents. (c) Property deposited with or credited to a Subcustodian shall will be subject maintained in an account holding only to assets for customers of the instructions of such SubcustodianCustodian. (d) In exercising the authority delegated under this Agreement as Foreign Custody Manager to enter into written contracts governing the Customer's foreign custody arrangements with a non-U.S. Subcustodian, the Custodian shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to non-U.S. Subcustodians in the relevant market. Any agreement Bank enters the Custodian shall enter into with a non-U.S. Subcustodian for holding Bank's customers' assets with respect to maintaining Property shall provide require that (i) for indemnification the Account will be adequately indemnified or insurance arrangements its losses adequately insured (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the AgreementForeign Assets; (ii) such assets shall the Foreign Assets so maintained are not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors creditors, except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency insolvency, or similar laws; (iii) that the beneficial ownership of such assets shall Foreign Assets be freely transferable without the payment of money or value consideration other than for safe custody or administration; , (iv) that adequate records will be maintained identifying the Foreign Assets maintained pursuant to such Assets Agreement as belonging to the customer or as being held by Bank Custodian, for the benefit of its customercustomers; (v) that the customer's independent public accountants will of or designated by the Customer be given access to those the records of such Subcustodian described in (iv) above or confirmation of the contents of those records; and (vi) that the Customer will receive periodic quarterly reports with respect to the safekeeping of Customer's assets the Foreign Assets, including including, but not limited to, notification of any transfer to or from the Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian ; and any changes in contractual arrangements with a securities depositorynon-U. S. Subcustodian and in custody risks, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agentprovided that, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent contract may contain, in lieu of any special agreement or arrangement made by Customer with any particular Subcustodianall of the provisions specified in this Section 6(d), other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the = specified provisions, in their entirety.

Use of Subcustodian. (a) Bank You shall identify the Assets securities on its your books as belonging to Customerus. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank the Portfolios' securities in accounts identified on such Subcustodian's books as custody accounts for the your exclusive benefit of customers of Bankas our agent. (c) Any Financial Assets securities in the Accounts accounts held by a Subcustodian shall be subject only to the instructions instruction of Bank you or its your agent. Any Financial Assets securities held in a securities depository Depository for the account of a Subcustodian shall be subject only to the instructions directions of such Subcustodian. (d) Any agreement Bank enters you enter into with a Subcustodian for holding Bank's your customers' assets shall provide that (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar lawsadministration; (iiiii) that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iviii) that adequate records will be maintained identifying such Assets as belonging your officers or auditors employed by you, or other representative of yours, including, to the customer or as being held by Bank for the benefit of its customer; (v) that the customer's extent permitted under applicable law, our independent public accountants accounts, will be given access to those the books and records or confirmation of the contents of those recordsSubcustodian relating to its actions under its agreements with you; and (viiv) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to or from Customer's account or a third party account containing our assets held for by the benefit Subcustodian will be subject only to your instructions or the instructions of the Customeryour agent. Where Securities securities are deposited by a Subcustodian with a securities depository, Bank you shall cause the Subcustodian to identify on its books as belonging to Bankyou, as agent, the Securities securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer us with any particular Subcustodian. (e) As long as SEC Rule 17f-5 or the 1981 Chase SEC Order requires the Board of Directors/Trustees of a registered investment company directly to approve its foreign custody arrangements, you shall furnish annually to us information concerning Subcustodians similar in kind and scope as that furnished to us in connection with the initial approval hereof. You shall timely advise us of any material adverse change in the facts or circumstances upon which such information is based where such changes would affect the eligibility of the Subcustodian under Rule 17f-5 as soon as practicable after you becomes aware of any such material adverse change in the normal course of you custodial activities.

Use of Subcustodian. With respect to Securities, other assets and ------------------- cash of any Customer which are maintained by Barclays in the custody of any Subcustodian of Barclays pursuant to Section 3 hereof (such Securities, other assets and cash hereinafter referred to as "Assets"): (a) Bank shall Barclays will identify the Assets on its books as belonging to the Custodian, as custodian for such Customer, any Assets held by such Subcustodian. (b) A Each Subcustodian shall will hold such Assets together with assets belonging to other customers of Bank Barclays in accounts identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of BankBarclays; in the event that a Subcustodian permits any of the Securities placed in its care to be held in a foreign securities depository, such Subcustodian will be required by its agreement with Barclays to identify on its books such Assets as being held for the account of Barclays as agent for the Custodian. Each Subcustodian will hold Securities in a separate custody account for each Customer and cash in a general account established with Barclays. (c) Any Financial Assets in the Accounts Custody Account or a Cash Account held by a such Subcustodian shall will be subject only to the instructions of Bank or its agent. Any Financial Assets Barclays, and any Securities held in a securities depository for the account of a Subcustodian shall will be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets Each Foreign Sub-Custody Agreement shall provide (i) for indemnification or insurance arrangements (or any combination) provide, through Barclays, that the Assets will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) and that the beneficial ownership of such assets shall the Assets will be freely transferable without the payment of money or value other than for safe custody or administration; . (ive) that adequate records will be maintained identifying such Assets as belonging to the customer or as being held by Bank for the benefit of its customer; (v) that the customer's Barclays shall allow independent public accountants will be given of each Customer such reasonable access to those the records of Barclays relating to the Assets of such Customer held in the Custody Accounts or confirmation Cash Accounts as is required by such accountants in connection with their examination of the contents books and records pertaining to the affairs of those records; such Customer. Barclays shall, subject to restrictions under applicable law, also obtain from any Subcustodian with which Barclays maintains the custody of any Assets in the Custody Accounts or Cash Accounts an undertaking to permit independent public accountants of such Customer such reasonable access to the records of such Subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of such Customer. (vif) that Barclays will supply to the Customer will receive periodic reports Custodian from time to time as mutually agreed upon a statement with respect to any Assets in the safekeeping of Customer's assets Custody Accounts and Cash Accounts held by a Subcustodian, including an identification of the entity having possession of such Assets, and Barclays will send to the Custodian an advice or notification of any transfer transfers of Assets to or from Customer's account any Custody Account or a third party account containing assets held Cash Account, indicating as to the Assets acquired for the benefit Custodian the identity of the Customerentity having physical possession of such Assets. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause Unless the Subcustodian Custodian sends Barclays an exception or objection to identify on its books as belonging any statement within sixty days of receipt (such objection or exception to Bank, as agentbe subsequently confirmed in writing), the Securities shown on Custodian shall be deemed to have approved such statement. In such event, or where the Subcustodian's account on the books of Custodian has otherwise approved any such securities depository. The foregoing shall not apply statement, Barclays shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by decree of any special agreement a court of competent jurisdiction in an action where the Custodian and all persons having or arrangement made by Customer with any particular Subcustodianclaiming an interest in the Custodian or the Accounts were parties.

Use of Subcustodian. With respect to Securities in the Account which are maintained by the Custodian in the custody of a subcustodian pursuant to Section 5, (a) Bank shall The Custodian will identify the Assets on its books as belonging to Customerthe Customer any Securities held by such subcustodian. (b) A Subcustodian shall hold In the event that a subcustodian permits any of the Securities placed in its care to be held in a securities depository or clearing agency, such Assets together subcustodian will be required by its agreement with assets belonging the Custodian to other customers of Bank in accounts identified identify on its books such Subcustodian's books Securities as custody accounts being held for the exclusive benefit account of customers of Bankthe Custodian for its customers. (c) Any Financial Assets Securities in the Accounts Account held by a Subcustodian shall subcustodian will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets agents unless specifically otherwise authorized by the Custodian on an exception basis; and any Securities held in a securities depository or clearing agency for the account of the Custodian or a Subcustodian shall subcustodian will be subject only to the instructions of the Custodian or such Subcustodiansubcustodian, as the case may be. (d) Securities deposited with a subcustodian will be maintained in an account holding only assets for customers of the Custodian (e) Any agreement Bank enters the Custodian shall enter into with a Subcustodian for subcustodian with respect to the holding Bank's customers' assets of securities shall provide require that (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall Securities are not be subject to any right, charge, security interest, interest lien or claim of any kind in favor of such Subcustodian or its creditors subcustodian except a claim of for payment in accordance with such agreement for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; and expenses related thereto and (iiiii) that the beneficial ownership of such assets shall Securities be freely transferable without the payment of money or value other than for safe custody or administration; administration and expenses related thereto. (ivf) that adequate records Upon request by the Customer, the Custodian will be maintained identifying such Assets as belonging to identify the customer or as being held by Bank for name, address and principal place of business of any subcustodian and the benefit of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation name and address of the contents of those records; and (vi) governmental agency or other regulatory authority that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to supervises or from Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of regulates such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodiansubcustodian.

Use of Subcustodian. With respect to Securities, other ------------------- assets and cash of any Customer which are maintained by Barclays in the custody of any Subcustodian of Barclays pursuant to Section 3 hereof (such Securities, other assets and cash hereinafter referred to as "Assets"): (a) Bank shall Barclays will identify the Assets on its books as belonging to the Custodian, as custodian for such Customer, any Assets held by such Subcustodian. (b) A Each Subcustodian shall will hold such Assets together with assets belonging to other customers of Bank Barclays in accounts identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of BankBarclays; in the event that a Subcustodian permits any of the Securities placed in its care to be held in a foreign securities depository, such Subcustodian will be required by its agreement with Barclays to identify on its books such Assets as being held for the account of Barclays as agent for the Custodian. Each Subcustodian will hold Securities in a separate custody account for each Customer and cash in a general account established with Barclays. (c) Any Financial Assets in the Accounts Custody Account or a Cash Account held by a such Subcustodian shall will be subject only to the instructions of Bank or its agent. Any Financial Assets Barclays, and any Securities held in a securities depository for the account of a Subcustodian shall will be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets Each Foreign Sub-Custody Agreement shall provide (i) for indemnification or insurance arrangements (or any combination) provide, through Barclays, that the Assets will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) and that the beneficial ownership of such assets shall the Assets will be freely transferable without the payment of money or value other than for safe custody or administration; . (ive) that adequate records will be maintained identifying such Assets as belonging to the customer or as being held by Bank for the benefit of its customer; (v) that the customer's Barclays shall allow independent public accountants will be given of each Customer such reasonable access to those the records of Barclays relating to the Assets of such Customer held in the Custody Accounts or confirmation Cash Accounts as is required by such accountants in connection with their examination of the contents books and records pertaining to the affairs of those records; such Customer. Barclays shall, subject to restrictions under applicable law, also obtain from any Subcustodian with which Barclays maintains the custody of any Assets in the Custody Accounts or Cash Accounts an undertaking to permit independent public accountants of such Customer such reasonable access to the records of such Subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of such Customers. (vif) that Barclays will supply to the Customer will receive periodic reports Custodian from time to time as mutually agreed upon a statement with respect to any Assets in the safekeeping of Customer's assets Custody Accounts and Cash Accounts held by a Subcustodian, including an identification of the entity having possession of such Assets, and Barclays will send to the Custodian an advice or notification of any transfer transfers of Assets to or from Customer's account any Custody Account or a third party account containing assets held Cash Account, indicating as to the Assets acquired for the benefit Custodian the identity of the Customerentity having physical possession of such Assets. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause Unless the Subcustodian Custodian sends Barclays an exception or objection to identify on its books as belonging any statement within sixty days of receipt (such objection or exception to Bank, as agentbe subsequently confirmed in writing), the Securities shown on Custodian shall be deemed to have approved such statement. In such event, or where the Subcustodian's account on the books of Custodian has otherwise approved any such securities depository. The foregoing shall not apply statement, Barclays shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by decree of any special agreement a court of competent jurisdiction in an action where the Custodian and all persons having or arrangement made by Customer with any particular Subcustodianclaiming an interest in the Custodian or the Accounts were parties.

Use of Subcustodian. With respect to Property in an Account which is maintained by the Custodian through a Subcustodian employed pursuant to Section 4: (a) Bank shall The Custodian will identify the Assets on its books as belonging to Customerthe Customer on behalf of a Portfolio, any Property maintained through such Subcustodian. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets Property in the Accounts Account held by or credited to a Subcustodian shall will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets held in a securities depository for the account of agents. (c) Property deposited with or credited to a Subcustodian shall will be subject maintained in an account holding only to assets for customers of the instructions of such SubcustodianCustodian. (d) In exercising the authority delegated under this Agreement as Foreign Custody Manager to enter into written contracts governing the Customer's foreign custody arrangements with a non-U.S. Subcustodian, the Custodian shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to non-U.S. Subcustodians in the relevant market. Any agreement Bank enters the Custodian shall enter into with a non-U.S. Subcustodian for holding Bank's customers' assets with respect to maintaining Property shall provide require that (i) for indemnification the Account will be adequately indemnified or insurance arrangements its losses adequately insured (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the AgreementForeign Assets; (ii) such assets shall the Foreign Assets so maintained are not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors creditors, except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency insolvency, or similar laws; (iii) that the beneficial ownership of such assets shall ^ Foreign Assets be freely transferable without the payment of money or value other than for safe custody or administration; , (iv) that adequate records will be maintained identifying the Foreign Assets maintained pursuant to such Assets Agreement as belonging to the customer or as being held by Bank Custodian, for the benefit of its customercustomers; (v) that the customer's independent public accountants will of or designated by the Customer be given access to those the records of such Subcustodian described in (iv) above or confirmation of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets the Foreign Assets, including including, but not limited to, notification of any transfer to or from the Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent; provided that, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent contract may contain, in lieu of any special agreement or arrangement made by Customer with any particular Subcustodianall of the provisions specified in this Section 6(d), other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the = specified provisions, in their entirety.

Use of Subcustodian. With respect to Property in an Account which is maintained by the Custodian through a Subcustodian employed pursuant to Section 4: (a) Bank shall The Custodian will identify the Assets on its books as belonging to Customerthe Customer on behalf of a Portfolio, any Property maintained through such Subcustodian. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets Property in the Accounts Account held by or credited to a Subcustodian shall will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets held in a securities depository for the account of agents. (c) Property deposited with or credited to a Subcustodian shall will be subject maintained in an account holding only to assets for customers of the instructions of such SubcustodianCustodian. (d) In exercising the authority delegated under this Agreement as Foreign Custody Manager to enter into written contracts governing the Customer’s foreign custody arrangements with a non-U.S. Subcustodian, the Custodian shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to non-U.S. Subcustodians in the relevant market. Any agreement Bank enters the Custodian shall enter into with a non-U.S. Subcustodian for holding Bank's customers' assets with respect to maintaining Property shall provide require that (i) for indemnification the Account will be adequately indemnified or insurance arrangements its losses adequately insured (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the AgreementForeign Assets; (ii) such assets shall the Foreign Assets so maintained are not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors creditors, except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency insolvency, or similar laws; (iii) that the beneficial ownership of such assets shall Foreign Assets be freely transferable without the payment of money or value consideration other than for safe custody or administration; , (iv) that adequate records will be maintained identifying the Foreign Assets maintained pursuant to such Assets Agreement as belonging to the customer or as being held by Bank Custodian, for the benefit of its customercustomers; (v) that the customer's independent public accountants will of or designated by the Customer be given access to those the records of such Subcustodian described in (iv) above or confirmation of the contents of those records; and (vi) that the Customer will receive periodic quarterly reports with respect to the safekeeping of Customer's assets the Foreign Assets, including including, but not limited to, notification of any transfer to or from the Customer's ’s account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian ; and any changes in contractual arrangements with a securities depositorynon-U. S. Subcustodian and in custody risks, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agentprovided that, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent contract may contain, in lieu of any special agreement or arrangement made by Customer with any particular Subcustodianall of the provisions specified in this Section 6(d), other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.

Use of Subcustodian. (a) Bank shall identify the Assets on its books as belonging to Customer. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets securities held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets shall provide (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration oradministration, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such Assets as belonging to the customer or as being held by Bank for the benefit of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian. (e) Until further notice from Bank, Bank shall furnish annually to Customer information concerning Subcustodians similar in kind and scope as that furnished to Customer in connection with the initial approval hereof. Bank shall timely advise Customer of any material adverse change in the facts or circumstances upon which such information is based where such changes would affect the eligibility of the Subcustodian under Rule 17f-5 as soon as practicable after Bank becomes aware of any such material adverse change in the normal course of Bank's custodial activities.

Use of Subcustodian. With respect to Property in an Account which is maintained by the Custodian through a Subcustodian employed pursuant to Section 4: (a) Bank shall The Custodian will identify the Assets on its books as belonging to Customerthe Customer on behalf of a Portfolio, any Property maintained through such Subcustodian. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of Bank. (c) Any Financial Assets Property in the Accounts Account held by or credited to a Subcustodian shall will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets held in a securities depository for the account of agents. (c) Property deposited with or credited to a Subcustodian shall will be subject maintained in an account holding only to assets for customers of the instructions of such SubcustodianCustodian. (d) In connection with the placement of Customer's Property with a Subcustodian, the Custodian shall exercise reasonable care, prudence, and diligence such as a person having responsibility for the safekeeping of the Custodian's Property would exercise. (e) In exercising the authority delegated under this Agreement as Foreign Custody Manager to enter into written contracts governing the Customer's foreign custody arrangements with a non-U.S. Subcustodian, the Custodian shall determine that such contracts provide reasonable care for Foreign Assets based on the standards applicable to non-U.S. Subcustodians in the relevant market. Any agreement Bank enters the Custodian shall enter into with a non-U.S. Subcustodian for holding Bank's customers' assets with respect to maintaining Property shall provide require that (i) for indemnification the Account will be adequately indemnified or insurance arrangements its losses adequately insured (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the AgreementForeign Assets; (ii) such assets shall the Foreign Assets so maintained are not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors creditors, except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency insolvency, or similar laws; (iii) that the beneficial ownership of such assets shall Foreign Assets be freely transferable without the payment of money or value consideration other than for safe custody or administration; , (iv) that adequate records will be maintained identifying the Foreign Assets maintained pursuant to such Assets Agreement as belonging to the customer or as being held by Bank Custodian, for the benefit of its customercustomers; (v) that the customer's independent public accountants will of or designated by the Customer be given access to those the records of such Subcustodian described in (iv) above or confirmation of the contents of those records; and (vi) that the Customer will receive periodic quarterly reports with respect to the safekeeping of Customer's assets the Foreign Assets, including including, but not limited to, notification of any transfer to or from the Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian ; and any changes in contractual arrangements with a securities depositorynon-U.S. Subcustodian and in custody risks, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agentprovided that, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent contract may contain, in lieu of any special agreement or arrangement made by Customer with any particular Subcustodianall of the provisions specified in this Section 6(d), other provisions that the Custodian determines will provide, in their entirety, the same or a greater level of care and protection for the Foreign Assets as the specified provisions, in their entirety.

Use of Subcustodian. (a) Bank Custodian shall identify the Financial Assets on its books as belonging to CustomerCompany. (b) A Subcustodian shall hold such Company's Financial Assets together with assets Financial Assets belonging to other of Custodian's customers of Bank in accounts identified on such Subcustodian's books as custody accounts for the exclusive benefit of customers of BankCustodian's customers. (c) Any Except as may otherwise be required by local law or regulation, any Financial Assets in the Accounts accounts held by a Subcustodian shall be subject only to the instructions instruction of Bank or its agent. Any Financial Assets Custodian; and (ii) held in a securities depository for the account of a Subcustodian shall be subject only to the instructions directions of such Subcustodian. (d) Any agreement Bank Custodian enters into with a Subcustodian for holding Bank's its customers' assets shall provide (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration oradministration, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such Assets as belonging to administration or, in the customer case of cash deposits, liens or as being held by Bank for the benefit rights in favor of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation creditors of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets Subcustodian arising under bankruptcy, including notification of any transfer to insolvency or from Customer's account or a third party account containing assets held for the benefit of the Customersimilar laws. Where Securities Financial Assets are deposited by a Subcustodian with a securities depository, Bank Custodian shall cause the Subcustodian to identify on its books as belonging to BankCustodian, as agent, the Securities Financial Assets shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer Company with any particular Subcustodian.

Use of Subcustodian. (a) Bank shall identify the Assets on its books as belonging to Customer. (b) A Subcustodian shall hold such Assets together with assets belonging to other customers of Bank in accounts identified on such Subcustodian's ’s books as custody accounts for the exclusive benefit of customers of Bank. (c) Assets held by Bank or a Subcustodian in a Custody Account shall be segregated at all times from Bank’s or Subcustodian’s proprietary assets, and on Bank’s or Subcustodian’s records segregated from the assets of any other account holder for which Bank or Subcustodian serves as custodian in any other capacity. Any Financial Assets in the Accounts held by a Subcustodian shall be subject only to the instructions of Bank or its agent. Any Financial Assets held in a securities depository for the account of a Subcustodian shall be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's ’s customers' ’ assets shall provide (i) for indemnification or insurance arrangements (or any combinationcombination of the foregoing) such that Enterprise and its Funds will be adequately protect the Customer protected against the risk of loss of the Assets held in accordance with the Agreementsuch agreement; (ii) that such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such the Assets as belonging to the customer Bank on behalf of its customers, or as being held by Bank a third party for the benefit of Bank on behalf of its customercustomers; (v) that the customer's Enterprise’s independent public accountants will be given access to those records or confirmation of the contents of those records; and (vi) that the Customer Bank will receive periodic reports with respect to the safekeeping of Customer's assets the Assets, including but not limited to, notification of any transfer of the Assets to or from Customer's the account of a Fund or a third party account containing assets Assets held for the benefit of the Customera Fund. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's ’s account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular Subcustodian.

Use of Subcustodian. (a) Bank Custodian shall identify the Financial Assets on its books as belonging to CustomerCompany. (b) A Subcustodian shall hold such Company’s Financial Assets together with assets Financial Assets belonging to other of Custodian’s customers of Bank in accounts identified on such Subcustodian's ’s books as custody accounts for the exclusive benefit of customers of BankCustodian’s customers. (c) Any Except as may otherwise be required by local law or regulation, any Financial Assets in the Accounts accounts held by a Subcustodian shall be subject only to the instructions instruction of Bank or its agent. Any Financial Assets Custodian; and (ii) held in a securities depository for the account of a Subcustodian shall be subject only to the instructions directions of such Subcustodian. (d) Any agreement Bank Custodian enters into with a Subcustodian for holding Bank's its customers' ’ assets shall provide (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of payment for their safe custody or administration oradministration, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) and that the beneficial ownership of such assets shall be freely transferable without the payment of money or value other than for safe custody or administration; (iv) that adequate records will be maintained identifying such Assets as belonging to administration or, in the customer case of cash deposits, liens or as being held by Bank for the benefit rights in favor of its customer; (v) that the customer's independent public accountants will be given access to those records or confirmation creditors of the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets Subcustodian arising under bankruptcy, including notification of any transfer to insolvency or from Customer's account or a third party account containing assets held for the benefit of the Customersimilar laws. Where Securities Financial Assets are deposited by a Subcustodian with a securities depository, Bank Custodian shall cause the Subcustodian to identify on its books as belonging to BankCustodian, as agent, the Securities Financial Assets shown on the Subcustodian's ’s account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer Company with any particular Subcustodian.

Use of Subcustodian. With respect to Securities, other assets and Cash of any Customer which are maintained by Barclays in the custody of any Subcustodian of Barclays pursuant to Section 3 hereof (such Securities, other assets and cash hereinafter referred to as "Assets"): (a) Bank shall Barclays will identify the Assets on its books as belonging to the Custodian, as custodian for such Customer, any Assets held by such Subcustodian. (b) A Each Subcustodian shall will hold such Assets together with assets belonging to other customers of Bank Barclays in accounts identified on such Subcustodian's books as special custody accounts for the exclusive benefit of customers of BankBarclays; in the event that a Subcustodian permits any of the Securities placed in its care to be held in a foreign securities depository, such Subcustodian will be required by its agreement with Barclays to identify on its books such Assets as being held for the account of Barclays as agent for the Custodian. Each Subcustodian will hold Securities in a separate custody account for each Customer and cash in a general account established with Barclays. (c) Any Financial Assets in the Accounts Custody Account or a Cash Account held by a such Subcustodian shall will be subject only to the instructions of Bank or its agent. Any Financial Assets Barclays, and any Securities held in a securities depository for the account of a Subcustodian shall will be subject only to the instructions of such Subcustodian. (d) Any agreement Bank enters into with a Subcustodian for holding Bank's customers' assets Each Foreign Sub-Custody Agreement shall provide (i) for indemnification or insurance arrangements (or any combination) provide, through Barclays, that the Assets will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall not be subject to any right, chargecharges, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors except a claim of for payment for their safe custody or administration or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iii) and that the beneficial ownership of such assets shall the Assets will be freely transferable without the payment of money or value other than for safe custody or administration; . (ive) that adequate records will be maintained identifying accountants of such Assets as belonging Customer such reasonable access to the customer or records of such Subcustodian as being held by Bank for the benefit of its customer; (v) that the customer's independent public accountants will may be given access to those records or confirmation required in connection with their examination of the contents books and records pertaining to the affairs of those records; and such Customer. (vif) that Barclays will supply to the Customer will receive periodic reports Custodian from time to time as mutually agreed upon a statement with respect to any Assets in the safekeeping of Customer's assets Custody Accounts and Cash Accounts held by a Subcustodian, including an identification of the entity having possession of such Assets, and Barclays will send to the Custodian an advice or notification of any transfer transfers of Assets to or from Customer's account any Custody Account or a third party account containing assets held Cash Account, indicating as to the Assets acquired for the benefit Custodian the identity of the Customerentity having physical possession of such Assets. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause Unless the Subcustodian Custodian sends Barclays an exception or objection to identify on its books as belonging any statement within sixty days of receipt (such objection or exception to Bank, as agentbe subsequently confirmed in writing), the Securities shown on Custodian shall be deemed to have approved such statement. In such event, or where the Subcustodian's account on the books of Custodian has otherwise approved any such securities depository. The foregoing shall not apply statement, Barclays shall, to the extent permitted by law, be released, relieved and discharged with respect to all matters set forth in such statement or reasonably implied therefrom as though it had been settled by decree of any special agreement a court of competent jurisdiction in an action where the Custodian and all persons having or arrangement made by Customer with any particular Subcustodianclaiming an interest in the Custodian or the Accounts were parties.

Use of Subcustodian. With respect to Securities in the Account which are maintained by the Custodian in the custody of a subcustodian employed pursuant to Section 5: (a) Bank shall The Custodian will identify the Assets on its books as belonging to Customerthe Customer any Securities held by such subcustodian. (b) A Subcustodian shall hold In the event that a subcustodian permits any of the Securities placed in its care to be held in a securities depository or clearing agency, such Assets together subcustodian will be required by its agreement with assets belonging the Custodian to other customers of Bank in accounts identified identify on its books such Subcustodian's books Securities as custody accounts being held for the exclusive benefit account of customers of Bankthe Custodian for its customers. (c) Any Financial Assets Securities in the Accounts Account, except Securities held by a Subcustodian shall subcustodian on a segregated basis on behalf of the Customer, held by a subcustodian will be subject only to the instructions of Bank the Custodian or its agent. Any Financial Assets agents unless specifically otherwise authorized by the Custodian on a exception basis; and any Securities held in a securities depository or clearing agency for the account of the Custodian or a Subcustodian shall subcustodian will be subject only to the instructions of the Custodian or such Subcustodiansubcustodian, as the case may be. (d) Securities deposited with a subcustodian will be maintained in an account holding only assets for customers of the Custodian. (e) Any agreement Bank enters the Custodian shall enter into with a Subcustodian for subcustodian with respect to the holding Bank's customers' assets of Securities shall provide require that (i) for indemnification or insurance arrangements (or any combination) that will adequately protect the Customer against the risk of loss of Assets held in accordance with the Agreement; (ii) such assets shall Securities are not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Subcustodian or its creditors subcustodian except a claim of for payment in accordance with such agreement for their safe custody or administration orand expenses related thereto, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar laws; (iiiii) that the beneficial ownership of such assets shall Securities be freely transferable without the payment of money or value other than for safe custody or administration; administration and expenses related thereto, (iviii) that adequate records will be maintained identifying the Property held pursuant to such Assets Agreement as belonging to the customer Customer and (iv) officers of or as being held by Bank for auditors employed by, or other representatives of or designated by, the benefit of its customer; (v) that Custodian, including the customer's independent public accountants will accounts of or designated by, the Customer be given access to those the books and records of such subcustodian relating to its actions under its agreement pertaining to any Property held by it thereunder or confirmation of or pertinent information contained in such books and records be furnished to such persons designated by the contents of those records; and (vi) that the Customer will receive periodic reports with respect to the safekeeping of Customer's assets , including notification of any transfer to or from Customer's account or a third party account containing assets held for the benefit of the Customer. Where Securities are deposited by a Subcustodian with a securities depository, Bank shall cause the Subcustodian to identify on its books as belonging to Bank, as agent, the Securities shown on the Subcustodian's account on the books of such securities depository. The foregoing shall not apply to the extent of any special agreement or arrangement made by Customer with any particular SubcustodianCustodian.