Common use of Corporate Action Clause in Contracts

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever If at any time the Custodian or any Sub-Custodian receives information concerning Securities held for Bank is notified that an ---------------- issuer of a Portfolio which requires discretionary Security has taken or intends to take a corporate action by (a "Corporate Action") that affects the beneficial owner rights, privileges, powers, preferences, qualifications or ownership of the Securities (other than a proxy)Portfolio Security, such as subscription rightsincluding, bond issueswithout limitation, liquidation, consolidation, merger, recapitalization, reorganization, reclassification, subdivision, combination, stock repurchase plans and rights offeringssplit or stock dividend, which Corporate Action requires an affirmative response or legal notices or other material intended to be transmitted to Securities holders action on the part of the holder of such Portfolio Security (“Corporate Actions”a "Response"), the Custodian will give Bank shall notify the Trust's designee, Barclays Global Fund Advisors ("BGFA"), promptly of the Corporate Action, the Response required in connection with the Corporate Action, and the Bank's deadline for receipt from the Trust's designee, BGFA, of Proper Instructions regarding the Response (the "Response Deadline"). Except as provided in subsection 6.3(c) below, the date specified as the Response Deadline shall not be more than 24 hours prior to the Response expiration day set by the depository processing such Corporate Action. The Bank shall forward to the Trust's designee, BGFA, via facsimile and/or overnight courier all notices, information statements or other materials relating to the Corporate Action within twenty-four (24) hours of receipt of such materials by the Bank. (a) The Bank shall act upon a required Response only after receipt by the Bank of Proper Instructions from the Trust's designee, BGFA, no later than 4:00 p.m. (Pacific time) on the date specified as the Response Deadline and only if the Bank (or its designee agent or sub-custodian hereunder) has actual possession of all Portfolio Securities (but only if such Portfolio Securities are necessary for the consummation of the Corporate Action ("Necessary Portfolio Securities")), consents and other materials no later than 4:00 p.m. (Pacific time) on the date specified as the Response Deadline. Portfolio Securities in the possession of a broker or other borrower pursuant to the Bank's securities lending program shall be deemed to be in the possession of the Bank for the purposes of this subsection 6.3. (b) The Bank shall have no duty to act upon a required Response if Proper Instructions relating to such Response and all Necessary Portfolio Securities, consents and other materials are not received by and in the possession of the Bank no later than 4:00 p.m. (Pacific time) on the date specified as the Response Deadline. Notwithstanding, the Bank may, in its sole discretion, use its best efforts to act upon a Response for which Proper Instructions and/or Necessary Portfolio Securities, consents or other materials are received by the Bank after 4:00 p.m. (Pacific time) on the date specified as the Response Deadline, it being acknowledged and agreed by the parties that any undertaking by the Bank to use its best efforts in such circumstances shall in no way create any duty upon the Bank to complete such Response prior to its expiration. (c) In the event that the Trust's designee, BGFA, notifies the Bank of a Corporate Action requiring a Response and the Bank has received no other notice of such Corporate Actions Action, the Response Deadline shall be 48 hours prior to the extent that Response expiration time set by the Custodian’s central corporate actions department has actual knowledge depository processing such Corporate Action. (d) Subsection 13.4(g) of a this Agreement shall govern any Corporate Action in time to notify the Fund. When involving Foreign Portfolio Securities held by a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anySelected Foreign Sub- custodian.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will promptly deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. (a) The Custodian will monitor publicly-available information in the applicable market about impending income payments on a Portfolio’s assets. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will promptly give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. . (b) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor promptly to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account shall consult with the proceeds Fund and shall not be required to take any other action it deemsaction, except as otherwise agreed in good faith, writing between the Custodian and the Portfolio (including pursuant to a standing Instruction) or as a may be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless set forth by the particular Portfolio involved for any such Custodian as a default action in its notice to the Fund pursuant to Section 15(a) hereof with respect to the corporate action. . (c) The Custodian will promptly deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any. (d) The Custodian will promptly notify the Fund of any notices received by the Custodian about securities class action litigation that requires action by the Fund.

Corporate Action. (a) Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio Fund which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund Trust or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the FundTrust. (b) The Custodian shall act on Corporate Actions solely as directed by the Trust or its designee. When If a rights entitlement or Fund receives a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is receiveddistribution of rights, the Custodian will endeavor shall hold to obtain an Instruction relating to expiration, sell or exercise such Corporate Action from an Authorized Personrights solely as directed by the Trust or its designee. If a corporation whose common stock shares are held in the Fund declares a dividend in such stock, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice and payment of such Corporate Action was received too late to seek such an Instructiondividend results in a fractional share, the Custodian shall promptly sell such fraction in any global market where such fractional share is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. not permitted. (c) The Custodian will deliver proxies to the Fund Trust or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any. (d) The Custodian will maintain a subscription to a nationally recognized periodic source of information regarding shareholder litigations that have settled in US District Courts, and will review reports prepared by that source relating to settled class action lawsuits on a regular basis to identify transactions, within the pertinent class period, which affect a Security held or previously held by a Fund during the time this Agreement is (or was) in effect. With respect to such Securities, the Custodian will take timely and appropriate action to notify the Fund of such class action and, if approved by the Fund, include the Fund in such legal action by providing the Trust, or the appropriate investment adviser manager, with an authorization form. The Custodian shall provide the Trust or the investment adviser with details of the class action suit upon request. Upon receipt of the authorization form by the Custodian from the Trust or the investment adviser, the Custodian shall prepare and forward a “proof of claim” on behalf of the Fund to the litigation agent along with supporting documentation. In the event the Custodian receives no response from the Trust or the investment adviser with respect to such a class action suit, the Custodian shall proceed to file a “proof of claim” on behalf of the Fund. Upon receipt, the Custodian shall deposit to the Fund any proceeds (cash or securities) resulting from such claim, or, in the event this Agreement is no longer in effect, the Custodian shall forward such proceeds to the successor custodian or as directed by the Trust in writing.

Corporate Action. (a) Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio Fund which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund Trust or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the FundTrust. (b) The Custodian shall act on Corporate Actions solely as directed by the Trust or its designee. When If a rights entitlement or Fund receives a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is receiveddistribution of rights, the Custodian will endeavor shall hold to obtain an Instruction relating to expiration, sell or exercise such Corporate Action from an Authorized Personrights solely as directed by the Trust or its designee. If a corporation whose common stock shares are held in the Fund declares a dividend in such stock, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice and payment of such Corporate Action was received too late to seek such an Instructiondividend results in a fractional share, the Custodian shall promptly sell such fraction in any global market where such fractional share is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. not permitted. (c) The Custodian will deliver proxies to the Fund Trust or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any. (d) In the event that the Custodian receives notice of a settled securities class action litigation, the Custodian will use reasonable endeavors to identify whether the Custodian held the relevant Securities on behalf of the Trust at the relevant time specified in the class action. In the event that the Custodian was an affected owner of the relevant Securities, the Custodian will notify the Trust accordingly and file a claim in relation to that class action unless otherwise directed by the Trust. The Trust acknowledges that the Custodian provides class action support in specific markets only and details of such markets will be available from the Custodian upon request.

Corporate Action. (a) Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio the Fund which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. (b) The Custodian shall act on Corporate Actions solely as directed by the Fund or its designee. When If the Fund receives a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is receiveddistribution of rights, the Custodian will endeavor shall hold to obtain an Instruction relating to expiration, sell or exercise such Corporate Action from an Authorized Personrights solely as directed by the Fund or its designee. If a corporation whose common stock shares are held in the Fund declares a dividend in such stock, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice and payment of such Corporate Action was received too late to seek such an Instructiondividend results in a fractional share, the Custodian shall promptly sell such fraction in any global market where such fractional share is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. not permitted. (c) The Custodian will promptly deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any. (d) The Custodian shall promptly notify the Fund of any class action or other collective litigation relating to Securities or other financial assets issued in the United States or Canada previously held while Custodian is the custodian of the Fund, during the relevant class action period, and shall take such actions with respect to filing claims on behalf of the Fund as the Fund may direct.

Corporate Action. (a) The Custodian will monitor publicly-available information in the applicable market about impending income payments on a Portfolio’s assets. Whenever the Custodian or any Sub-Sub- Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will promptly give the Fund or its designee written notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. . (b) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 17 hereof, it shall be held harmless by the particular Portfolio involved for any such action. . (c) The Custodian will promptly deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian Subcustodian or any Sub-Custodian Agent receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian Subcustodian will use its prudent best efforts to give the Fund Custodian or its designee notice of such Corporate Actions to the extent that the Custodian’s within 24 hours following receipt of such Corporate Actions by Subcustodian's central corporate actions department has actual knowledge department, such notice to be given via Subcustodian's workstation, Passport, facsimile or telephone. Subcustodian will use its prudent best efforts to process Instructions regarding Corporate Actions within 24 hours of a Corporate Action in time to notify the Fundreceipt. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian Subcustodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian Subcustodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian Subcustodian is authorized to sell, or cause a Sub-Custodian Agent to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 17 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian Subcustodian will deliver proxies to the Fund Custodian or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. (a) Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund Trust or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. Trust. (b) When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. . (c) The Custodian will deliver proxies to the Fund Trust or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian or any Sub-Custodian (other than a foreign securities depository or clearing agency) receives information concerning Securities held for a the Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee Company notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fundits customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action Written or Oral Instructions from an Authorized Personthe Company, but if such Instruction is Instructions are not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 15 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyWritten or Oral Instructions from Authorized Persons.

Corporate Action. Whenever the Custodian Bank or any Subits sub-Custodian custodian ---------------- receives information concerning the Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities securities holders (“"Corporate Actions”"), the Custodian Bank will give the Fund or its designee Company notice of such Corporate Actions to the extent that the Custodian’s Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fundits customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian Bank or its sub-custodians will endeavor to obtain an Instruction relating to such Corporate Action Instructions from an the Fund, Company or its Authorized Person, but if such Instruction is Instructions are not received in time for the Custodian Bank to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian Bank is authorized to sell, or cause a Sub-Custodian to sell, sell such rights entitlement or fractional interest and to credit the applicable account Deposit Account with the proceeds and to take any other action it deems, in good faith, to be appropriate, appropriate in which case, provided it has met set the standard of care in Section 16 12 hereof, it shall be held harmless by the particular Portfolio investment portfolio of the Fund involved for any such action. The Custodian Bank will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities in a Custody Account registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyinstructions from Authorized Persons.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee written notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized shall take no action with regard to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such actionCorporate Action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for by a Portfolio Fund which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will promptly give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 17 hereof, it shall be held harmless by the particular Portfolio Fund involved for any such action. The Custodian will deliver proxies relating to the Securities held by a Fund promptly to such Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties heretoagent. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian Bank or any Subits sub-Custodian custodian receives information concerning the Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities securities holders (“"Corporate Actions”"), the Custodian Bank will give the Fund or its designee Company notice of such Corporate Actions to the extent that the Custodian’s Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify its customers, and the Company will forward such notice to the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian Bank or its sub-custodians will endeavor to obtain an Instruction relating to such Corporate Action Instructions from an the Fund, Company or its Authorized Person, but if such Instruction is Instructions are not received in time for the Custodian Bank to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian Bank is authorized to sell, or cause a Sub-Custodian to sell, sell such rights entitlement or fractional interest and to credit the applicable account Deposit Account with the proceeds and to take any other action it deems, in good faith, to be appropriate, appropriate in which case, provided it has met the standard of care in Section 16 12 hereof, it shall be held harmless by the particular Fund on behalf of the designated Portfolio involved for any such action. The Custodian Bank will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities in a Custody Account registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyinstructions from Authorized Persons.

Corporate Action. (a) Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. (b) The Custodian shall act on Corporate Actions solely as directed by the Fund or its designee. When If a rights entitlement or Portfolio receives a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is receiveddistribution of rights, the Custodian will endeavor shall hold to obtain an Instruction relating to expiration, sell or exercise such Corporate Action from an Authorized Personrights solely as directed by the Fund or its designee. If a corporation whose common stock shares are held in the Portfolio declares a dividend in such stock, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice and payment of such Corporate Action was received too late to seek such an Instructiondividend results in a fractional share, the Custodian shall promptly sell such fraction in any global market where such fractional share is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. not permitted. (c) The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any. 15. Persons Having Access to the Portfolios. (a) Neither the Fund nor any officer, director, employee or agent of the Fund, the Fund’s investment adviser, or any sub-investment adviser, shall have physical access to the assets of any Portfolio held by the Custodian or any Sub-Custodian or be authorized or permitted to withdraw any investments of a Portfolio, nor shall the Custodian or any Sub-Custodian deliver any assets of a Portfolio to any such person. No officer, director, employee or agent of the Custodian who holds any similar position with the Fund’s investment adviser, with any sub-investment adviser of the Fund or with the Fund shall have access to the assets of any Portfolio. (b) Nothing in this Section 15 shall prohibit any Authorized Person from giving Instructions to the Custodian so long as such Instructions do not result in delivery of or access to assets of a Portfolio prohibited by paragraph (a) of this Section 15. (c) The Custodian represents that it maintains a system that is reasonably designed to prevent unauthorized persons from having access to the assets that it holds (by any means) for its customers.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund or its designee written notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian Bank or any Sub-Custodian its sub- custodian receives information concerning the Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities securities holders (“"Corporate Actions”"), the Custodian Bank will give the Fund or its designee Company notice of such Corporate Actions to the extent that the Custodian’s Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fundits customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian Bank or its sub-custodians will endeavor to obtain an Instruction relating to such Corporate Action Instructions from an the Fund, the Company or its Authorized Person, but if such Instruction is Instructions are not received in time for the Custodian Bank to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian Bank is authorized to sell, or cause a Sub-Custodian to sell, sell such rights entitlement or fractional interest and to credit the applicable account Deposit Account with the proceeds and to take any other action it deems, in good faith, to be appropriate, appropriate in which case, provided it has met the standard of care in Section 16 12 hereof, it shall be held harmless by the particular Investment Portfolio of the Fund involved for any such action. The Custodian Bank will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities in the Custody Account registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyInstructions from Authorized Persons.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will promptly give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies promptly to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties heretoagent. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. The Custodian shall use reasonable efforts to monitor and promptly deliver to the Fund information relating to Corporate Actions. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.,

Corporate Action. Whenever the Custodian or any Sub-Custodian (other than a foreign securities depository or clearing agency) receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee Company notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fundits customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action Written or Oral Instructions from an Authorized Personthe Company, but if such Instruction is Instructions are not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 14 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyWritten or Oral Instructions from Authorized Persons.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. AIT – Lion Global Page 15 The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. Whenever the Custodian or any Sub-Custodian (other than a foreign securities depository or clearing agency) receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee Accountant notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fundits customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action Written or Oral Instructions from an Authorized Personthe Company or the Fund Accountant, but if such Instruction is Instructions are not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 15 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyWritten or Oral Instructions from Authorized Persons.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care caxe in Section 16 hereof, hereof it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties parries hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, Instruction if any.

Corporate Action. (a) Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Discretionary Corporate Actions”), the Custodian will give the Fund or its designee notice of such Discretionary Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Discretionary Corporate Action in time to notify the Fund. When If notice of a rights entitlement cash/stock dividend is received without time to notify the Fund, or in the case of the Fund not responding in a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is receivedtimely manner, the Custodian will endeavor use the Fund’s standing instruction to obtain an Instruction relating to such accept the ‘default option’ if one is available; if not available, then ‘no action’ should be taken. (b) The Custodian shall act on Discretionary Corporate Action from an Authorized Person, but if such Instruction is not received in time for Actions solely as directed by the Custodian to take timely action, Fund or actual notice its designee. If a Portfolio receives a distribution of such Corporate Action was received too late to seek such an Instructionrights, the Custodian is authorized shall hold to sellexpiration, sell or cause a Sub-Custodian to sell, exercise such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless solely as directed by the particular Fund or its designee. If a corporation whose common stock shares are held in the Portfolio involved for declares a dividend in such stock, and payment of such dividend results in a fractional share, the Custodian shall promptly sell such fraction in any global market where such action. fractional share is not permitted. (c) The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any. (d) The Custodian will promptly notify the Fund of any notices received by the Custodian about U.S. securities class action litigation that requires action by the Fund.

Corporate Action. Whenever the Custodian or any Sub-Custodian (other than a foreign securities depository or clearing agency) receives information concerning Securities held for a the Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee Company notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fundits customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action Written or Oral Instructions from an Authorized Personthe Company, but if such Instruction is Instructions are not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 15 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyWritten or Oral Instructions from Authorized Persons.

Corporate Action. Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio the Fund which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“"Corporate Actions”"), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s 's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 15 hereof, it shall be held harmless by the particular Portfolio involved for any such action. The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any.

Corporate Action. (a) Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will promptly give the Fund or its designee written notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. (b) The Custodian shall act on Corporate Actions solely as directed by the Fund or its designee. When If a rights entitlement or Portfolio receives a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is receiveddistribution of rights, the Custodian will endeavor shall hold to obtain an Instruction relating to expiration, sell or exercise such Corporate Action from an Authorized Personrights solely as directed by the Fund or its designee. If a corporation whose common stock shares are held in the Portfolio declares a dividend in such stock, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice and payment of such Corporate Action was received too late to seek such an Instructiondividend results in a fractional share, the Custodian shall promptly sell such fraction in any global market where such fractional share is authorized not permitted. (c) The Custodian shall deliver to sellthe Fund, in the most expeditious manner practicable, all forms of proxies, all proxy solicitation materials, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the Fund’s Portfolios that are received by the Custodian, any Sub-Custodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Sub-Custodian, or any nominee of either of them should have become aware), and, upon receipt of Instructions, the Custodian shall execute and deliver, or cause a such sub-custodian or nominee to execute and deliver, such proxies or other authorizations as may be required. Except as directed pursuant to Instructions, neither the Custodian nor any Sub-Custodian or nominee shall vote upon any such securities, or execute any proxy to sellvote thereon, such rights entitlement or fractional interest and to credit the applicable account with the proceeds and to give any consent or take any other action it deemswith respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Instructions for any reason including, but not limited to, the failure of the Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the Fund. (d) Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary in good faithInstructions, to be appropriatecomply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership (“Mandatory Corporate Actions”), and shall promptly notify the Fund of such Mandatory Corporate Action in which casewriting by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing. The notice provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for Custodian shall include (i) a copy of any offering materials provided to the Custodian by the issuer or its agent in connection with the corporate action (including any letters or attestations requested by an issuer to be executed by the Fund in connection with such corporate action) and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the corporate action. (e) The Custodian will promptly notify the Fund of any notices received by the Custodian about securities class action litigation that requires action by the Fund. The Custodian will deliver proxies shall also transmit promptly to the Fund all written information received by the Custodian through Eligible Foreign Custodians from issuers of the foreign securities or its designated agent pursuant to special arrangements which may have been agreed to in writing between other financial assets issued outside of the parties hereto. Such proxies shall be executed in United States and being held for the appropriate nominee name account of the Portfolio regarding any class action or other collective litigation relating to Securities registered in the name Portfolio’s foreign securities or other financial assets issued outside the United States and then held, or previously held, during the relevant class-action period during the term of such nominee this Agreement by the Custodian via an Eligible Foreign Custodian for the account of the Fund for the Portfolio, including, but without indicating the manner in which such proxies are to be voted; not limited to, opt-out notices and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyproof-of-claim forms.

Corporate Action. Whenever the Custodian Bank or any Subits sub-Custodian custodian receives information concerning the Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond bonus issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities securities holders (“"Corporate Actions”"), the Custodian Bank will give the Fund or its designee Company notice of such Corporate Actions to the extent that the Custodian’s Bank's central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fundits customers. When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action is received which bears an expiration date is receiveddate, the Custodian Bank or its sub-custodians will endeavor to obtain an Instruction relating to such Corporate Action Instructions from an the Fund, Company or its Authorized Person, but if such Instruction is Instructions are not received in time for the Custodian Bank to take timely action, or actual notice of such Corporate Action was received too late to seek such an InstructionInstructions, the Custodian Bank is authorized to sell, or cause a Sub-Custodian to sell, sell such rights entitlement or fractional interest and to credit the applicable account Deposit Account with the proceeds and to take any other action it deems, in good faith, to be appropriate, appropriate in which case, provided it has met the standard of care in Section 16 12 hereof, it shall be held harmless by the particular Portfolio investment portfolio of the Fund involved for any such action. The Custodian Bank will deliver proxies to the Fund Company or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities in a Custody Account registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if anyinstructions from Authorized Persons.