Common use of Compliance with Rule 17f-5 Clause in Contracts

Compliance with Rule 17f-5. (a) Customer’s board of directors (or equivalent body) (hereinafter “Board”) hereby delegates to Bank, and, as to those countries listed in Schedule 2 hereto (and as the same may be amended on notice to Customer from time to time), Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in Sub-section (a)(3) of Rule 17f-5, including for the purposes of: (i) selecting Eligible Foreign Custodians to hold Foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in Sub-section (c)(2) of Rule 17f-5, (iii) monitoring such foreign custody arrangements (as set forth in Sub-section (c)(3) of Rule 17f-5), each concerning the safekeeping of Customer’s Foreign Financial Assets and cash in each of the countries as to which it acts as the Board’s delegate. Nothing herein shall require Bank to provide delegated or custodial services in any country, and there may from time to time be countries as to which Bank determines it will not provide delegation services. Notwithstanding this Section, Customer, its Investment Advisor or its other Authorized Person, may direct Bank to place and maintain Customer’s Foreign Financial Assets and cash with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which Bank will not provide delegation services. Customer confirms to Bank that Customer or its Investment Adviser has considered the prevailing Country Risks of which it has knowledge based on information made available to it by Bank and other potential risks as part of its continuing investment decision process (b) In connection with the foregoing, Bank shall: (i) promptly advise Customer in writing of the placement of Customer’s Foreign Financial Assets and cash with an Eligible Foreign Custodian in connection with execution of this Agreement; (ii) provide written reports notifying Customer of the placement of Foreign Financial Assets and cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer at least quarterly and more frequently as mutually agreed and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians; (iii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of Foreign Financial Assets and cash would exercise; (iv) in selecting an Eligible Foreign Custodian, first have determined that Foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign Financial Assets and cash, including, without limitation, those factors set forth in Sub-section (c)(1)(i)-(iv) of Rule 17f-5. Bank shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to it; (v) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for Foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market; (vi) determine that the written contract with an Eligible Foreign Custodian contains the provisions set forth in Sub-section (c)(2)(i)(A)-(F) of Rule 17f-5, or, in lieu of any of all of the provisions set forth such Sub-section, other provisions that Bank determines will provide, in their entirety, the same or level of care and protection for the Foreign Financial Assets and cash as the provisions in such Sub-section, in their entirety; and (vii) have established a system to monitor the initial and continued appropriateness of maintaining Foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; provided, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford Foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected Foreign Financial Assets and cash; provided, however, that if in the reasonable judgment of Bank, such withdrawal would require liquidation of any of Customer’s Foreign Financial Assets or would materially impair the liquidity, value or other investment characteristics of Customer’s Foreign Financial Assets and/or cash, it shall be the duty of Bank to provide information regarding the particular circumstances and to act only in accordance with Instructions of Customer or its Investment Advisor with respect to such liquidation or other withdrawal. Subject to (b)(i)-(vii) above and the standards set forth herein and in Rule 17f-5, Bank is hereby authorized to place and maintain Foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. The duties under this Section 2.15 shall apply only to Eligible Foreign Custodians selected by Bank and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Subsection (a) above. (c) Bank represents to Customer that it is a U.S. Bank as defined in Sub-section (a)(7) of Rule 17f-5. Customer represents to Bank that based on information provided to it by Bank, Customer has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk. (d) Bank shall provide to Customer such information relating to Country Risk as is specified in Schedule 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information. Bank agrees to promptly notify Customer of any inaccuracy or omission in such information of which it obtains knowledge.

Compliance with Rule 17f-5. (“rule 17f-5”). (a) Customer’s board of directors (or equivalent body) (hereinafter “”Board”) hereby delegates to Bank, and, except as to those the country or countries listed in Schedule 2 hereto (and as the same may be amended on notice to Customer which Bank may, from time to time), advise Customer that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in Sub-section (a)(3rule 17f-5(a)(3) of Rule 17f-5as promulgated under the 1940 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold Foreign foreign Financial Assets and cashCash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in Sub-section (c)(2) of Rule 17f-5rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in Sub-section (c)(3) of Rule 17f-5rule 17f-5(c)(3), each concerning the safekeeping of Customer’s Foreign Financial Assets and cash in each of the countries as to which it acts as the Board’s delegate. Nothing herein shall require Bank to provide delegated or custodial services in any country, and there may from time to time be countries as to which Bank determines it will not provide delegation services. Notwithstanding this Section, Customer, its Investment Advisor or its other Authorized Person, may direct Bank to place and maintain Customer’s Foreign Financial Assets and cash with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which Bank will not provide delegation services. Customer confirms to Bank that Customer or its Investment Adviser has considered the prevailing Country Risks of which it has knowledge based on information made available to it by Bank and other potential risks as part of its continuing investment decision process). (b) In connection with the foregoing, Bank shall: (i) promptly advise Customer in writing provide written reports notifying Customer’s Board of the placement of Customer’s Foreign Financial Assets and cash with an Eligible Foreign Custodian in connection with execution of this Agreement; (ii) provide written reports notifying Customer of the placement of Foreign Financial Assets and cash Cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer’s Board at such times as the Board deems reasonable and appropriate based on the circumstances of Customer’s foreign custody arrangements (and until further notice from Customer at least such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and more frequently as mutually agreed Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians); (iiiii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of Foreign foreign Financial Assets and cash would exercise; (iviii) in selecting an Eligible Foreign Custodian, first have determined that Foreign foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign foreign Financial Assets and cash, including, without limitation, those factors set forth in Sub-section (c)(1)(i)-(iv) of Rule 17f-5. Bank shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to itrule 17f-5(c)(1)(i)-(iv); (viv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for Foreign foreign Financial Assets and cash Cash based on the standards applicable to custodians in the relevant market;market and complies with the requirements of Rule 17f-5(c)(2) with respect to the provisions of the contract. (vi) determine that the written contract with an Eligible Foreign Custodian contains the provisions set forth in Sub-section (c)(2)(i)(A)-(F) of Rule 17f-5, or, in lieu of any of all of the provisions set forth such Sub-section, other provisions that Bank determines will provide, in their entirety, the same or level of care and protection for the Foreign Financial Assets and cash as the provisions in such Sub-section, in their entirety; and (viiv) have established a system to monitor the initial and continued appropriateness of maintaining Foreign foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; providedit being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford Foreign foreign Financial Assets and cash reasonable care care, it shall withdraw the Customer’s Financial Assets and cash as soon as reasonably practicable, place such Financial Assets and cash with another Eligible Foreign Custodian in that country and notify Customer of such actions; however in the event that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected Foreign foreign Financial Assets and cash; provided, however, that if in the reasonable judgment of Bank, such withdrawal would require liquidation of any of Customer’s Foreign Financial Assets or would materially impair the liquidity, value or other investment characteristics of Customer’s Foreign Financial Assets and/or cash, it shall be the duty of Bank to provide information regarding the particular circumstances and to act only in accordance with Instructions of Customer or its Investment Advisor with respect to such liquidation or other withdrawal. Subject to (b)(i)-(viib)(i)-(v) above and the standards set forth herein and in Rule 17f-5above, Bank is hereby authorized to place and maintain Foreign foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. The duties under this Section 2.15 shall apply only to Eligible Foreign Custodians selected by Bank and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Subsection (a) above. (c) Except as expressly provided herein, Customer shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC. (d) Bank represents to Customer that it is a U.S. Bank as defined in Sub-section (a)(7) of Rule 17f-5rule 17f-5(a)(7). Customer represents to Bank that based on information provided that: (1) the foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to it by Bankthe 1940 Act, Customer as the same may be amended from time to time; (2) its Board: (i) has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody Manager (ii) or its investment adviser shall have determined that Customer may maintain foreign Financial Assets and cash in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk. (de) Bank shall provide to Customer such information relating to Country Risk as is specified in Schedule Appendix 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information. Bank agrees to promptly notify Customer of any information unless such inaccuracy or omission in such incomplete information is the result of which it obtains knowledgethe Bank’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties and obligations under this Section 2.18.

Compliance with Rule 17f-5. (a) Customer’s Each Fund's board of directors (or equivalent body) (hereinafter “"Board”") hereby delegates to Bank, and, except as to those the country or countries listed in Schedule 2 hereto (and as to which the same may be amended on notice to Customer Bank may, from time to time), advise each Fund that it does not accept such delegation, Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘each Fund's 'Foreign Custody Manager’ ' (as that term is defined in Sub-section (a)(3rule 17f-5(a)(3) of Rule 17f-5as promulgated under the 40 Act), including for the purposes of: (i) selecting Eligible Foreign Custodians (as that term is defined in rule 17f-5(a)(1), and as the same may be amended from time to time, or that have otherwise been exempted pursuant to an SEC exemptive order) to hold Foreign foreign Financial Assets and cashCash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in Sub-section (c)(2) of Rule 17f-5rule 17f-5(c)(2)), and (iii) monitoring such foreign custody arrangements (as set forth in Sub-section (c)(3) of Rule 17f-5rule 17f-5(c)(3), each concerning the safekeeping of Customer’s Foreign Financial Assets and cash in each of the countries as to which it acts as the Board’s delegate. Nothing herein shall require Bank to provide delegated or custodial services in any country, and there may from time to time be countries as to which Bank determines it will not provide delegation services. Notwithstanding this Section, Customer, its Investment Advisor or its other Authorized Person, may direct Bank to place and maintain Customer’s Foreign Financial Assets and cash with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which Bank will not provide delegation services. Customer confirms to Bank that Customer or its Investment Adviser has considered the prevailing Country Risks of which it has knowledge based on information made available to it by Bank and other potential risks as part of its continuing investment decision process). (b) In connection with the foregoing, the Bank shall: (i) promptly advise Customer in writing provide written reports notifying the applicable Fund's Board of the placement of Customer’s Foreign Financial Assets and cash with an Eligible Foreign Custodian in connection with execution of this Agreement; (ii) provide written reports notifying Customer of the placement of Foreign Financial Assets and cash Cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer the applicable Fund's Board at least such times as the Board deems reasonable and appropriate based on the circumstances of the applicable Fund's foreign custody arrangements (and until further notice from the applicable Fund such reports shall be provided not less than quarterly with respect to the placement of Financial Assets and more frequently as mutually agreed Cash with particular Eligible Foreign Custodians and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians); (iiiii) exercise such reasonable care, prudence and diligence in performing as Customer’s a Fund's Foreign Custody Manager as a person having responsibility for the safekeeping of Foreign foreign Financial Assets and cash would exercise; (iviii) in selecting an Eligible Foreign Custodian, first have determined that Foreign foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign foreign Financial Assets and cash, including, without limitation, those factors set forth in Sub-section (c)(1)(i)-(iv) of Rule 17f-5. Bank shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to itrule 17f-5(c)(1)(i)-(iv); (viv) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for Foreign foreign Financial Assets and cash Cash based on the standards applicable to custodians in the relevant market;market and complies with the requirements of Rule 17f-5(c)(2) with respect to the provisions of the contract. (vi) determine that the written contract with an Eligible Foreign Custodian contains the provisions set forth in Sub-section (c)(2)(i)(A)-(F) of Rule 17f-5, or, in lieu of any of all of the provisions set forth such Sub-section, other provisions that Bank determines will provide, in their entirety, the same or level of care and protection for the Foreign Financial Assets and cash as the provisions in such Sub-section, in their entirety; and (viiv) have established a system to monitor the initial and continued appropriateness of maintaining Foreign foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; providedit being understood, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford Foreign foreign Financial Assets and cash reasonable care it shall withdraw the Customer's Financial Assets and cash as soon as reasonably practicable, place such Financial Assets and cash with another Eligible Foreign Custodian in that country and notify the applicable Fund of such actions; however in the event that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer the applicable Fund and shall then act in accordance with the Instructions of Customer the applicable Fund with respect to the disposition of the affected Foreign foreign Financial Assets and cash; provided, however, that if in the reasonable judgment of Bank, such withdrawal would require liquidation of any of Customer’s Foreign Financial Assets or would materially impair the liquidity, value or other investment characteristics of Customer’s Foreign Financial Assets and/or cash, it shall be the duty of Bank to provide information regarding the particular circumstances and to act only in accordance with Instructions of Customer or its Investment Advisor with respect to such liquidation or other withdrawal. Subject to (b)(i)-(viib)(i)-(v) above and the standards set forth herein and in Rule 17f-5above, Bank is hereby authorized to place and maintain Foreign foreign Financial Assets and cash on behalf of Customer the applicable Fund with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. The duties under this Section 2.15 shall apply only to Eligible Foreign Custodians selected by Bank and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Subsection . (a) aboveExcept as expressly provided herein, each Fund shall be solely responsible to assure that the maintenance of foreign Financial Assets and cash hereunder complies with the rules, regulations, interpretations and exemptive orders as promulgated by or under the authority of the SEC. (cb) Bank represents to Customer each Fund that it is a U.S. Bank as defined in Sub-section (a)(7) of Rule 17f-5rule 17f-5(a)(7). Customer Each Fund represents to Bank that based on information provided that: (1) the foreign Financial Assets and cash being placed and maintained in Bank's custody are subject to it by Bankthe 40 Act, Customer as the same may be amended from time to time; (2) its Board: (i) has determined that it is reasonable to rely on Bank to perform as Customer’s a Fund's Foreign Custody Manager (ii) or its investment adviser shall have determined that the applicable Fund may maintain foreign Financial Assets and cash in each country in which Customer’s the applicable Fund's Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer a Fund that would entail consideration of Country Risk. (dc) Bank shall provide to Customer the applicable Fund such information relating to Country Risk as is specified in Schedule Appendix 1 hereto. Customer Each Fund hereby acknowledges that: (i) such information is solely designed to inform Customer the applicable Fund of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information. Bank agrees to promptly notify Customer of any inaccuracy or omission in such information of which it obtains knowledge.

Compliance with Rule 17f-5. (a) Customer’s board of directors (or equivalent body) (hereinafter “‘Board”’) hereby delegates to Bank, and, as to those countries listed in Schedule 2 hereto (and as the same may be amended on notice to Customer from time to time), Bank hereby accepts the delegation to it, of the obligation to perform as Customer’s ‘Foreign Custody Manager’ (as that term is defined in Sub-section (a)(3) of Rule 17f-5, including for the purposes of: (i) selecting Eligible Foreign Custodians to hold Foreign Financial Assets and cash, (ii) evaluating the contractual arrangements with such Eligible Foreign Custodians (as set forth in Sub-section (c)(2) of Rule 17f-5, (iii) monitoring such foreign custody arrangements (as set forth in Sub-section (c)(3) of Rule 17f-5), each concerning the safekeeping of Customer’s Foreign Financial Assets and cash in each of the countries as to which it acts as the Board’s delegate. Nothing herein shall require Bank to provide delegated or custodial services in any country, and there may from time to time be countries as to which Bank determines it will not provide delegation services. Notwithstanding this Section, Customer, acting through its Board, its Investment Advisor or its other Authorized Person, may direct Bank to place and maintain Customer’s Foreign Financial Assets and cash with a particular Eligible Foreign Custodian, including without limitation with respect to investment in countries as to which Bank will not provide delegation services. Customer confirms to Bank that Customer or its Investment Adviser has considered the prevailing Country Risks of which it has knowledge based on information made available to it by Bank and other potential risks as part of its continuing investment decision process (b) In connection with the foregoing, Bank shall: (i) promptly advise Customer in writing of the placement of Customer’s Foreign Financial Assets and cash with an Eligible Foreign Custodian in connection with execution of this Agreement; (ii) provide written reports notifying Customer Customer’s Board of the placement of Foreign Financial Assets and cash with particular Eligible Foreign Custodians and of any material change in the arrangements with such Eligible Foreign Custodians, with such reports to be provided to Customer Customer’s Board at least quarterly and more frequently as mutually agreed and with reasonable promptness upon the occurrence of any material change in the arrangements with such Eligible Foreign Custodians; (iii) exercise such reasonable care, prudence and diligence in performing as Customer’s Foreign Custody Manager as a person having responsibility for the safekeeping of Foreign Financial Assets and cash would exercise; (iv) in selecting an Eligible Foreign Custodian, first have determined that Foreign Financial Assets and cash placed and maintained in the safekeeping of such Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such Foreign Financial Assets and cash, including, without limitation, those factors set forth in Sub-section (c)(1)(i)-(iv) of Rule 17f-5. Bank shall be required to make the foregoing determination to the best of its knowledge and belief based only on information reasonably available to it; (v) determine that the written contract with an Eligible Foreign Custodian requires that the Eligible Foreign Custodian shall provide reasonable care for Foreign Financial Assets and cash based on the standards applicable to custodians in the relevant market; (vi) determine that the written contract with an Eligible Foreign Custodian contains the provisions set forth in Sub-section (c)(2)(i)(A)-(F) of Rule 17f-5, or, in lieu of any of all of the provisions set forth such Sub-section, other provisions that Bank determines will provide, in their entirety, the same or level of care and protection for the Foreign Financial Assets and cash as the provisions in such Sub-section, in their entirety; and (vii) have established a system to monitor the initial and continued appropriateness of maintaining Foreign Financial Assets and cash with particular Eligible Foreign Custodians and of the governing contractual arrangements; provided, however, that in the event that Bank shall have determined that the existing Eligible Foreign Custodian in a given country would no longer afford Foreign Financial Assets and cash reasonable care and that no other Eligible Foreign Custodian in that country would afford reasonable care, Bank shall promptly so advise Customer and shall then act in accordance with the Instructions of Customer with respect to the disposition of the affected Foreign Financial Assets and cash; provided, however, that if in the reasonable judgment of Bank, such withdrawal would require liquidation of any of Customer’s Foreign Financial Assets or would materially impair the liquidity, value or other investment characteristics of Customer’s Foreign Financial Assets and/or cash, it shall be the duty of Bank to provide information regarding the particular circumstances and to act only in accordance with Instructions of Customer or its Investment Advisor with respect to such liquidation or other withdrawal. Subject to (b)(i)-(vii) above and the standards set forth herein and in Rule 17f-5, Bank is hereby authorized to place and maintain Foreign Financial Assets and cash on behalf of Customer with Eligible Foreign Custodians pursuant to a written contract deemed appropriate by Bank. The duties under this Section 2.15 shall apply only to Eligible Foreign Custodians selected by Bank and shall not apply to Securities Depositories or to any Eligible Foreign Custodian that the Delegate is directed to use pursuant to Subsection (a) above. (c) Bank represents to Customer that it is a U.S. Bank as defined in Sub-section (a)(7) of Rule 17f-5. Customer represents to Bank that that: (1) the Foreign Financial Assets and cash being placed and maintained in Bank’s custody are subject to the 1940 Act; (2) based on information provided to it by Bank, Customer its Board has determined that it is reasonable to rely on Bank to perform as Customer’s Foreign Custody in each country in which Customer’s Financial Assets and cash shall be held hereunder and determined to accept Country Risk. Nothing contained herein shall require Bank to make any selection or to engage in any monitoring on behalf of Customer that would entail consideration of Country Risk. (d) Bank shall provide to Customer such information relating to Country Risk as is specified in Schedule 1 hereto. Customer hereby acknowledges that: (i) such information is solely designed to inform Customer of market conditions and procedures and is not intended as a recommendation to invest or not invest in particular markets; and (ii) Bank has gathered the information from sources it considers reliable, but that Bank shall have no responsibility for inaccuracies or incomplete information. Bank agrees to promptly notify Customer of any inaccuracy or omission in such information of which it obtains knowledge.