Common use of AGENTS AND SUB Clause in Contracts

AGENTS AND SUB. CUSTODIANS WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD IN THE UNITED STATES. 11.1 State Street may employ agents in the performance of its duties hereunder, including sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to property of the Portfolio held in the United States. State Street will notify each affected BTC Recipient in writing of the identity and the qualifications of such sub-custodians. State Street will be responsible for the acts and omissions of its agents hereunder as if performed by State Street hereunder. The employment of such agents will be in accordance with Section 4.4 of the Master Services Agreement. Without limiting the foregoing, certain duties of State Street hereunder may be performed by one or more Affiliates of State Street. 11.2 Upon receipt of Proper Instructions, State Street may employ sub-custodians selected by a BTC Recipient, provided that: (a) any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to property of the Portfolio held in the United States. State Street will notify each affected BTC Recipient in writing of any change in the identity and the qualifications of such sub-custodians. State Street will not be responsible for the acts or omissions of sub-custodians selected by or at the direction of a BTC Recipient. In addition, State Street will not be permitted Custodial Services Service Module 5 BTC | State Street CONFIDENTIAL to use as sub-custodians entities that are affiliates of either BTC or the BTC Recipients. BTC shall provide State Street with a current list of the identities of affiliates of BTC or the BTC Recipients on a quarterly basis or more frequently if such list of affiliates is revised during a quarter. 11.3 The BTC Recipients acknowledge that State Street may use domestic Depositories and their related nominees to hold, receive, exchange, release, lend, deliver and otherwise deal with Securities and to receive and remit, on behalf of a BTC Recipient, all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereof.

AGENTS AND SUB. CUSTODIANS WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD IN THE UNITED STATESCustodians with Respect to Property of the BFA Recipients. 11.1 State Street (a) Provider may employ agents in the performance of its duties hereunder, including suband to the extent the nature of the Property may require, Sub-custodiansCustodians, provided that (i) any such subSub-custodian Custodian meets at least the minimum qualifications required by (A) Section 17(f)(1) of the 1940 Act to act as a custodian of a PortfolioBFA Recipient’s assets with respect to property Property of the Portfolio BFA Recipient held in the United States and (B) Section 17(f)(5) of the 1940 Act to act as a custodian of a BFA Recipient’s assets with respect to Property of the BFA Recipient held outside the United States, (ii) Provider exercises the required Standard of Care in providing the Services (including with respect to the selection, retention, monitoring and use of such Sub-Custodian), and (iii) unless otherwise required by local Law or practice or a particular Sub-Custodian Agreement, Securities deposited with a Sub-Custodian will be held separately from any assets of such Sub-Custodian or of other customers of such Sub-Custodian. State Street Provider will notify each affected BTC BFA Recipient in writing of the identity and the qualifications of such subSub-custodiansCustodians. State Street Provider will identify on its books as belonging to the applicable BFA Recipient all Property whether held directly by Provider or indirectly through any Sub-Custodian or Depository. No Sub-Custodian Agreement shall provide in favor of such Sub-Custodian any right or lien in any Property held by such Sub-Custodian (except a claim for payment in accordance with such agreement for safe custody or administrative expenses related thereto or, in the case of cash deposits, except for liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy, insolvency or similar Law), and any such Sub-Custodian Agreement, unless otherwise required by applicable Law, shall provide that the beneficial ownership of a Security will be freely transferable by Provider without the payment of cash or value other than for safe custody or administration expenses related thereto. Unless otherwise agreed in Schedule 1-C (Commercial Terms Schedule), Provider shall be responsible for the compensation of Sub-Custodians for safe custody and administration expenses related thereto. (b) Provider shall not be responsible or liable for any Losses by any BFA Recipient, or any persons claiming through them, arising as a result of: (i) the insolvency of a Sub-Custodian used by Provider (A) in the United States, except to the extent such Losses are a result of Provider’s failure to exercise the required Standard of Care in its selection, retention, monitoring or use of such Sub-Custodian or (B) outside of the United States, except to the extent such Losses are a result of Provider’s failure to exercise the required Standard of Care in its selection, retention, monitoring or use of such Eligible Foreign Custodian, taking into account (to the extent permitted by Rule 17f-5 and applicable SEC guidance) with respect to any Eligible Foreign Custodian, the established market practices and local Law prevailing in such jurisdiction; or (ii) the deposit or maintenance of Property at Sub-Custodians that are specified by any BFA Recipient. Provider will be responsible for the acts and omissions of its agents any (x) agent of Provider (including any Sub-Custodian) hereunder that is an Affiliate of Provider as if such acts and omissions were performed by State Street Provider hereunder, (y) Sub-Custodian that does not meet the requirements set forth in Section 3.7(a)(i)(A) or (B), as applicable, and (z) Sub-Custodian for which Provider does not exercise the required Standard of Care in the selection, retention, monitoring or use of such Sub-Custodian, taking into account (to the extent permitted by Rule 17f-5 and applicable SEC guidance) with respect to any Eligible Foreign Custodian that is subject to (x) or (z) above, established market practices and local Law prevailing in the jurisdiction in which the acts or omissions of the Eligible Foreign Custodian occur. The employment of such agents will will, to the extent applicable, be in accordance with Section 4.4 7.3. Provider will notify each affected BFA Recipient in writing of any change in the Master Services Agreement. Without limiting the foregoing, certain duties identity and qualifications of State Street hereunder may be performed by one or more Affiliates of State Streeta Sub-Custodian. 11.2 (c) Upon receipt of Proper Instructions, State Street Provider may employ subSub-custodians Custodians selected by a BTC BFA Recipient, provided that: (a) that any such subSub-custodian Custodian meets at least the minimum qualifications required by (i) Section 17(f)(1) of the 1940 Act to act as a custodian of a PortfolioBFA Recipient’s assets with respect to property Property of the Portfolio BFA Recipient held in the United States or (ii) Section 17(f)(5) of the 1940 Act to act as a custodian of a BFA Recipient’s assets with respect to Property of the BFA Recipient held outside of the United States. State Street will notify each affected BTC Recipient in writing of any change in the identity and the qualifications of such sub-custodians. State Street Provider will not be responsible for the acts or omissions or insolvency of subSub-custodians Custodians selected by or at the direction of a BTC BFA Recipient. In addition, State Street Provider will notify each affected BFA Recipient in writing if Provider determines that the custody arrangements with such Sub-Custodian are not be permitted Custodial Services Service Module 5 BTC | State Street CONFIDENTIAL to use as sub-custodians entities that are affiliates of either BTC or the BTC Recipients. BTC shall provide State Street with a current list of the identities of affiliates of BTC or the BTC Recipients on a quarterly basis or more frequently if such list of affiliates is revised during a quarterappropriate. 11.3 (d) The BTC BFA Recipients acknowledge that State Street (i) Provider may use domestic Depositories and their related nominees to hold, receive, exchange, release, lend, deliver and otherwise deal with Securities and to receive and remit, on behalf of a BTC BFA Recipient, all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereofthereof and (ii) certain duties of Provider hereunder may be performed by one or more Affiliates of Provider.

AGENTS AND SUB. CUSTODIANS WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD IN THE UNITED STATES. 11.1 State Street may employ agents in the performance of its duties hereunder, including sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to property of the Portfolio held in the United States. State Street will notify each affected BTC BFA Recipient in writing of the identity and the qualifications of such sub-custodians. State Street will be responsible for the acts and omissions of its agents hereunder as if performed by State Street hereunder. The employment of such agents will be in accordance with Section 4.4 of the Master Services Agreement. Without limiting the foregoing, certain duties of State Street hereunder may be performed by one or more Affiliates of State Street.. Information Classification: Confidential Custodial Services Service Module 5 BFA | State Street CONFIDENTIAL 11.2 Upon receipt of Proper Instructions, State Street may employ sub-custodians selected by a BTC BFA Recipient, provided that: (a) any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to property of the Portfolio held in the United States. State Street will notify each affected BTC BFA Recipient in writing of any change in the identity and the qualifications of such sub-custodians. State Street will not be responsible for the acts or omissions of sub-custodians selected by or at the direction of a BTC BFA Recipient. In addition, State Street will not be permitted Custodial Services Service Module 5 BTC | State Street CONFIDENTIAL to use as sub-custodians entities that are affiliates of either BTC BFA or the BTC BFA Recipients. BTC BFA shall provide State Street with a current list of the identities of affiliates of BTC BFA or the BTC BFA Recipients on a quarterly basis or more frequently if such list of affiliates is revised during a quarter. 11.3 The BTC BFA Recipients acknowledge that State Street may use domestic Depositories and their related nominees to hold, receive, exchange, release, lend, deliver and otherwise deal with Securities and to receive and remit, on behalf of a BTC BFA Recipient, all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereof.

AGENTS AND SUB. CUSTODIANS WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD IN THE UNITED STATES. 11.1 State Street may employ agents in the performance of its duties hereunder, including sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to the property of the Portfolio BTC Recipient held in the United States. State Street will notify each affected the BTC Recipient in writing of the identity and the qualifications of such sub-custodians. State Street will be responsible for the acts and omissions of its agents hereunder as if performed by State Street hereunder. The employment of such agents will be in accordance with Section 4.4 of the Master Services Agreement. Without limiting the foregoing, certain duties of State Street hereunder may be performed by one or more Affiliates of State Street. 11.2 Upon receipt of Proper Instructions, State Street may employ sub-custodians selected by a the BTC Recipient, provided that: (a) any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to the property of the Portfolio BTC Recipient held in the United States. State Street will notify each affected the BTC Recipient in writing of any change in the identity and the qualifications of such sub-custodians. State Street will not be responsible for the acts or omissions of sub-custodians selected by or at the direction of a the BTC Recipient. In addition, State Street will not be permitted Custodial Services Service Module 5 BTC | State Street CONFIDENTIAL to use as sub-custodians entities that are affiliates of either BTC or the BTC RecipientsRecipient. The BTC Recipient shall provide State Street with a current list of the identities of their affiliates of BTC or the BTC Recipients on a quarterly basis or more frequently if such list of affiliates is revised during a quarter. 11.3 The BTC Recipients acknowledge Recipient acknowledges that State Street may use domestic Depositories and their related nominees to hold, receive, exchange, release, lend, deliver and otherwise deal with Securities and to receive and remit, on behalf of a the BTC Recipient, all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereof.

AGENTS AND SUB. CUSTODIANS WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD IN THE UNITED STATESCustodians with Respect to Property of the BFA Recipients. 11.1 State Street (a) Provider may employ agents in the performance of its duties hereunder, including suband to the extent the nature of the Property may require, Sub-custodiansCustodians, provided that (i) any such subSub-custodian Custodian meets at least the minimum qualifications required by (A) Section 17(f)(1) of the 1940 Act to act as a custodian of a PortfolioBFA Recipient’s assets with respect to property Property of the Portfolio BFA Recipient held in the United States and (B) Section 17(f)(5) of the 1940 Act to act as a custodian of a BFA Recipient’s assets with respect to Property of the BFA Recipient held outside the United States, (ii) Provider exercises the required Standard of Care in providing the Services (including with respect to the selection, retention, monitoring and use of such Sub-Custodian), and (iii) unless otherwise required by local Law or practice or a particular Sub-Custodian Agreement, Securities deposited with a Sub-Custodian will be held separately from any assets of such Sub-Custodian or of other customers of such Sub-Custodian. State Street Provider will notify each affected BTC BFA Recipient in writing of the identity and the qualifications of such subSub-custodiansCustodians. State Street Provider will identify on its books as belonging to the applicable BFA Recipient all Property whether held directly by Provider or indirectly through any Sub-Custodian or Depository. No Sub-Custodian Agreement shall provide in favor of such Sub-Custodian any right or lien in any Property held by such Sub-Custodian (except a claim for payment in accordance with such agreement for safe custody or administrative expenses related thereto or, in the case of cash deposits, except for liens or rights in favor of creditors of the Sub-Custodian arising under bankruptcy, insolvency or similar Law), and any such Sub-Custodian Agreement, unless otherwise required by applicable Law, shall provide that the beneficial ownership of a Security will be freely transferable by Provider without the payment of cash or value other than for safe custody or administration expenses related thereto. Unless otherwise agreed in Schedule 1-C (Commercial Terms Schedule), Provider shall be responsible for the compensation of Sub-Custodians for safe custody and administration expenses related thereto. (b) Provider shall not be responsible or liable for any Losses by any BFA Recipient, or any persons claiming through them, arising as a result of: (i) the insolvency of a Sub-Custodian used by Provider (A) in the United States, except to the extent such Losses are a result of Provider’s failure to exercise the required Standard of Care in its selection, retention, monitoring or use of such Sub-Custodian or (B) outside of the United States, except to Master Services Agreement 11 the extent such Losses are a result of Provider’s failure to exercise the required Standard of Care in its selection, retention, monitoring or use of such Eligible Foreign Custodian, taking into account (to the extent permitted by Rule 17f-5 and applicable SEC guidance) with respect to any Eligible Foreign Custodian, the established market practices and local Law prevailing in such jurisdiction; or (ii) the deposit or maintenance of Property at Sub-Custodians that are specified by any BFA Recipient. Provider will be responsible for the acts and omissions of its agents any (x) agent of Provider (including any Sub-Custodian) hereunder that is an Affiliate of Provider as if such acts and omissions were performed by State Street Provider hereunder, (y) Sub-Custodian that does not meet the requirements set forth in Section 3.7(a)(i)(A) or (B), as applicable, and (z) Sub-Custodian for which Provider does not exercise the required Standard of Care in the selection, retention, monitoring or use of such Sub-Custodian, taking into account (to the extent permitted by Rule 17f-5 and applicable SEC guidance) with respect to any Eligible Foreign Custodian that is subject to (x) or (z) above, established market practices and local Law prevailing in the jurisdiction in which the acts or omissions of the Eligible Foreign Custodian occur. The employment of such agents will will, to the extent applicable, be in accordance with Section 4.4 7.3. Provider will notify each affected BFA Recipient in writing of any change in the Master Services Agreement. Without limiting the foregoing, certain duties identity and qualifications of State Street hereunder may be performed by one or more Affiliates of State Streeta Sub-Custodian. 11.2 (c) Upon receipt of Proper Instructions, State Street Provider may employ subSub-custodians Custodians selected by a BTC BFA Recipient, provided that: (a) that any such subSub-custodian Custodian meets at least the minimum qualifications required by (i) Section 17(f)(1) of the 1940 Act to act as a custodian of a PortfolioBFA Recipient’s assets with respect to property Property of the Portfolio BFA Recipient held in the United States or (ii) Section 17(f)(5) of the 1940 Act to act as a custodian of a BFA Recipient’s assets with respect to Property of the BFA Recipient held outside of the United States. State Street will notify each affected BTC Recipient in writing of any change in the identity and the qualifications of such sub-custodians. State Street Provider will not be responsible for the acts or omissions or insolvency of subSub-custodians Custodians selected by or at the direction of a BTC BFA Recipient. In addition, State Street Provider will notify each affected BFA Recipient in writing if Provider determines that the custody arrangements with such Sub-Custodian are not be permitted Custodial Services Service Module 5 BTC | State Street CONFIDENTIAL to use as sub-custodians entities that are affiliates of either BTC or the BTC Recipients. BTC shall provide State Street with a current list of the identities of affiliates of BTC or the BTC Recipients on a quarterly basis or more frequently if such list of affiliates is revised during a quarterappropriate. 11.3 (d) The BTC BFA Recipients acknowledge that State Street (i) Provider may use domestic Depositories and their related nominees to hold, receive, exchange, release, lend, deliver and otherwise deal with Securities and to receive and remit, on behalf of a BTC BFA Recipient, all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereofthereof and (ii) certain duties of Provider hereunder may be performed by one or more Affiliates of Provider.

AGENTS AND SUB. CUSTODIANS WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD IN THE UNITED STATES. 11.1 State Street may employ agents in the performance of its duties hereunder, including sub-custodians, provided that any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to the property of the Portfolio BTC Recipients held in the United States. State Street will notify each affected BTC Recipient in writing of the identity and the qualifications of such sub-custodians. State Street will be responsible for the acts and omissions of its agents hereunder as if performed by State Street hereunder. The employment of such agents will be in accordance with Section 4.4 of the Master Services Agreement. Without limiting the foregoing, certain duties of State Street hereunder may be performed by one or more Affiliates of State Street. 11.2 Upon receipt of Proper Instructions, State Street may employ sub-custodians selected by a BTC Recipient, provided that: (a) any such sub-custodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of a Portfolio’s assets with respect to the property of the Portfolio such BTC Recipient held in the United States. State Street will notify each affected BTC Recipient in writing of any change in the identity and the qualifications of such sub-custodians. State Street will not be responsible for the acts or omissions of sub-custodians selected by or at the direction of a BTC Recipient. In addition, State Street will not be permitted Custodial Services Service Module 5 BTC | State Street CONFIDENTIAL to use as sub-custodians entities that are affiliates of either BTC or the BTC Recipients. The BTC Recipients shall provide State Street with a current list of the identities of their affiliates of BTC or the BTC Recipients on a quarterly basis or more frequently if such list of affiliates is revised during a quarter. 11.3 The BTC Recipients acknowledge that State Street may use domestic Depositories and their related nominees to hold, receive, exchange, release, lend, deliver and otherwise deal with Securities and to receive and remit, on behalf of a BTC Recipient, all income and other payments thereon and to take all steps necessary and proper in connection with the collection thereof.