Common use of Exercise of Rights; Tender Offers Clause in Contracts

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructions, the Custodian shall timely deliver to the issuer or trustee thereof, or to the agent of either, warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the new assets, if any, acquired by such action are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the consideration to be paid or delivered or the tendered securities are to be returned to the Custodian or Subcustodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall thereafter promptly notify the Fund in writing of such action.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets securities and participation interests and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets securities and participation interests held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 8 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deliver to the issuer or trustee thereof, or to the agent of either, warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the new assetssecurities and cash, if any, acquired by such action are to be delivered to the Custodian or any Subcustodiansubcustodian employed pursuant to Section 2 hereof. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the consideration to be paid or delivered or the tendered securities are to be returned to the Custodian or Subcustodiansubcustodian employed pursuant to Section 2 hereof. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by Proper Instructionsproper instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall thereafter promptly notify the Fund in writing of such action.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets securities and participation interests and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets securities and participation interests held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund Trust of all such offers in accordance with the standard of reasonable care set forth in Section 10 8 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund Trust shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deliver to the issuer or trustee thereof, or to the agent of either, warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the new assetssecurities and cash, if any, acquired by such action are to be delivered to the Custodian or any Subcustodiansubcustodian employed pursuant to Section 2 hereof. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the consideration to be paid or delivered or the tendered securities are to be returned to the Custodian or Subcustodiansubcustodian employed pursuant to Section 2 hereof. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by Proper Instructionsproper instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall thereafter promptly notify the Fund Trust in writing of such action.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructions, the Custodian shall timely shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of eithersuch issuer or trustee, warrants, puts, calls, rights or similar securities for the purpose of being exercised exercise or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian sale, provided that the new securities, cash or other assets, if any, acquired by as a result of such action actions are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely Custodian; and (b) deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian or SubcustodianCustodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownershipownership (“Mandatory Corporate Actions”), and shall thereafter promptly notify a Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as a Fund and the Custodian may agree in writing. In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a synopsis of the offering materials provided to the Custodian by the issuer or its agent in writing connection with the Voluntary Corporate Action or a copy of the notice, if available, upon reasonable request by a Fund and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to a Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such actionsecurities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If a Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets securities and participation interests and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets securities and participation interests held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 8 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deliver to the issuer or trustee thereof, or to the agent of either, ,warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the new assetssecurities and cash, if any, acquired by such action are to be delivered to the Custodian or any Subcustodiansubcustodian employed pursuant to Section 2 hereof. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the consideration to be paid or delivered or the tendered securities are to be returned to the Custodian or Subcustodiansubcustodian employed pursuant to Section 2 hereof. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by Proper Instructionsproper instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall thereafter promptly notify the Fund in writing of such action.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructions, the Custodian shall timely shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of eithersuch issuer or trustee, warrants, puts, calls, rights or similar securities for the purpose of being exercised exercise or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian sale, provided that the new securities, cash or other assets, if any, acquired by as a result of such action actions are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely Custodian; and (b) deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian or SubcustodianCustodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownershipownership (“Mandatory Corporate Actions”), and shall thereafter promptly notify the Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing. In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy of any offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action (including any letters or attestations requested by an issuer to be executed by the Fund in connection with such Voluntary Corporate Action) and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such actionsecurities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.

Exercise of Rights; Tender Offers. In the case Upon receipt of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreementinstructions, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph Rshall: (a) deliver warrants, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructionsputs, the Custodian shall timely deliver calls, rights or similar securities to the issuer or trustee thereof, or to the agent of eithersuch issuer or trustee, warrants, puts, calls, rights or similar securities for the purpose of being exercised exercise or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian sale, provided that the new securities, cash or other assets, if any, acquired by such action are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely Custodian; and (b) deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian or the tendered securities are to be returned to the Custodian. A. The term "instructions", as used herein, means written (including telecopied or telexed) or oral instructions which Custodian reasonably believes were given by a designated representative of Fund. Fund shall deliver to Custodian, prior to delivery of any assets to Custodian and thereafter from time to time as changes therein are necessary, written instructions naming one or Subcustodian. Notwithstanding more designated representatives to give instructions in the name and on behalf of Fund, which instructions may be received and accepted by Custodian as conclusive evidence of the authority of any provision designated representative to act for Fund and may be considered to be in full force and effect (and Custodian will be fully protected in acting in reliance thereon) until receipt by Custodian of this Agreement notice to the contrary. Unless such written instructions delegating authority to any person to give instructions specifically limit such authority to specific matters or require that the approval of anyone else will first have been obtained, Custodian will be under no obligation to inquire into the Custodian shall take all necessary actionright of such person, unless otherwise directed to the contrary by Proper Instructionsacting alone, to comply with the terms give any instructions whatsoever which Custodian may receive from such person. If Fund fails to provide Custodian any such instructions naming designated representatives, any instructions received by Custodian from a person reasonably believed to be an appropriate representative of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, Fund shall constitute valid and shall thereafter promptly notify the Fund in writing of such actionproper instructions hereunder.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided Notwithstanding anything contained in this Paragraph RAgreement to the contrary, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon upon receipt of Proper Instructions, the Custodian shall timely be held to the exercise of reasonable care in taking the following actions: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of eithersuch issuer or trustee, warrants, puts, calls, rights or similar securities for the purpose of being exercised exercise or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian sale, provided that the new securities, cash or other assets, if any, acquired by as a result of such action actions are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely Custodian; and (b) deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian or Subcustodian. Notwithstanding any provision of this Agreement to the contraryCustodian; provided, the Custodian shall take all necessary action, not be liable for any late exercise of any right or power in respect of a Portfolio's securities unless otherwise directed (i) the Custodian has received a Proper Instruction with regard to the contrary exercise of any such right or power and (ii) the Custodian or the relevant Subcustodian is in actual possession of the Portfolio's securities, in both cases prior to the deadline established by Proper Instructionsthe Custodian in its reasonable discretion and communicated to the Portfolio. The Custodian will furnish promptly to the Fund, on behalf of its applicable Portfolio, material information concerning subscription rights, bonus issue, stock repurchase plan, redemption, exchange, tender offer or similar actions relating to comply with the terms Portfolio's securities received by Custodian (or any Subcustodian) from an issuer of all mandatory or compulsory exchanges, calls, tenders, redemptionsany of the Portfolio's securities, or similar rights of security ownership, and shall thereafter promptly notify the Fund in writing of such actionfrom a securities information source customarily used by prudent professional global custodians.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructions, the Custodian shall timely shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of eithersuch issuer or trustee, warrants, puts, calls, rights or similar securities for the purpose of being exercised exercise or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian sale, provided that the new securities, cash or other assets, if any, acquired by as a result of such action actions are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely Custodian; and (b) deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian or SubcustodianCustodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownershipownership (“Mandatory Corporate Actions”), and shall thereafter promptly notify the Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing. In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (which, for the avoidance of doubt, shall include securities loaned to borrowers by State Street Bank and Trust Company acting in its capacity as securities lending agent for the Portfolio) (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy of any offering materials provided to the Custodian (or, with respect to foreign securities, provided to the Custodian via the Foreign Sub-Custodians) by the issuer or its agent in connection with the Voluntary Corporate Action (including any letters or attestations requested by an issuer to be executed by the Fund in connection with such Voluntary Corporate Action) and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian (or, with respect to foreign securities, the respective Foreign Sub-Custodian) is in actual possession of such actionsecurities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election. The Custodian shall also transmit promptly to the Fund for each Portfolio all written information (x) received by the Custodian regarding any class action or other litigation in connection with Portfolio securities or other assets issued in the United States of America and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms, and (y) received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios regarding any class action or other litigation in connection with Portfolio foreign securities or other assets issued outside the United States of America and then held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to the Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.6 once a Portfolio’s securities, funds and other properties are no longer in the possession of the Custodian.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructions, the Custodian shall timely shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of eithersuch issuer or trustee, warrants, puts, calls, rights or similar securities for the purpose of being exercised exercise or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian sale, provided that the new securities, cash or other assets, if any, acquired by as a result of such action actions are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely Custodian; and (b) deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian thereof, provided that the -- consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian or SubcustodianCustodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownershipownership (“Mandatory Corporate Actions”), and shall thereafter promptly notify the Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing. In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (which, for the avoidance of doubt, shall include securities loaned to borrowers by State Street Bank and Trust Company acting in its capacity as securities lending agent for the Portfolio) (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a copy of any offering materials provided to the Custodian (or, with respect to foreign securities, provided to the Custodian via the Foreign Sub-Custodians) by the issuer or its agent in connection with the Voluntary Corporate Action (including any letters or attestations requested by an issuer to be executed by the Fund in connection with such Voluntary Corporate Action) and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian (or, with respect to foreign securities, the respective Foreign Sub-Custodian) is in actual possession of such actionsecurities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election. The Custodian shall also transmit promptly to the Fund for each Portfolio all written information (x) received by the Custodian regarding any class action or other litigation in connection with Portfolio securities or other assets issued in the United States of America and then held, or previously held, during the term of this Agreement by the Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms, and (y) received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios regarding any class action or other litigation in connection with Portfolio foreign securities or other assets issued outside the United States of America and then held, or previously held, during the term of this Agreement by the Custodian via a Foreign Sub-Custodian for the account of the Fund for such Portfolio, including, but not limited to, opt-out notices and proof-of-claim forms. For avoidance of doubt, upon and after the effective date of any termination of this Agreement, with respect to the Fund or its Portfolio(s), as may be applicable, the Custodian shall have no responsibility to so transmit any information under this Section 2.6 once a Portfolio’s securities, funds and other properties are no longer in the possession of -- the Custodian.

Exercise of Rights; Tender Offers. In the case of --------------------------------- tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets securities and participation interests and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets securities and participation interests held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund Trust of all such offers in accordance with the standard of reasonable care set forth in Section 10 8 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund Trust shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deliver to the issuer or trustee thereof, or to the agent of either, warrants, puts, calls, rights or similar securities for the purpose of being exercised or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the new assetssecurities and cash, if any, acquired by such action are to be delivered to the Custodian or any Subcustodiansubcustodian employed pursuant to Section 2 hereof. Upon receipt of Proper Instructionsproper instructions, the Custodian shall timely deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian that the consideration to be paid or delivered or the tendered securities are to be returned to the Custodian or Subcustodiansubcustodian employed pursuant to Section 2 hereof. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by Proper Instructionsproper instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownership, and shall thereafter promptly notify the Fund Trust in writing of such action.

Exercise of Rights; Tender Offers. In the case of tender offers, similar offers to purchase or exercise rights (including, without limitation, pendency of calls and maturities of Custodied Assets and expirations of rights in connection therewith and notices of exercise of call and put options and the maturity of futures contracts) affecting or relating to Custodied Assets held by the Custodian under this Agreement, the Custodian shall have responsibility for promptly notifying the Fund of all such offers in accordance with the standard of reasonable care set forth in Section 10 hereof. For all such offers for which the Custodian is responsible as provided in this Paragraph R, the Fund shall have responsibility for providing the Custodian with all necessary instructions in timely fashion. Upon receipt of Proper Instructions, the Custodian shall timely shall: (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to the agent of eithersuch issuer or trustee, warrants, puts, calls, rights or similar securities for the purpose of being exercised exercise or sold upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian sale, provided that the new securities, cash or other assets, if any, acquired by as a result of such action actions are to be delivered to the Custodian or any Subcustodian. Upon receipt of Proper Instructions, the Custodian shall timely Custodian; and (b) deposit securities upon invitations for tenders of securities upon proper receipt therefor and upon receipt of assurances satisfactory to the Custodian thereof, provided that the consideration for such securities is to be paid or delivered to the Custodian, or the tendered securities are to be returned to the Custodian or SubcustodianCustodian. Notwithstanding any provision of this Agreement to the contrary, the Custodian shall take all necessary action, unless otherwise directed to the contrary by in Proper Instructions, to comply with the terms of all mandatory or compulsory exchanges, calls, tenders, redemptions, or similar rights of security ownershipownership (“Mandatory Corporate Actions”), and shall thereafter promptly notify the Fund of such Mandatory Corporate Action in writing by facsimile transmission, electronic communication, or in such other manner as the Fund and the Custodian may agree in writing. In the event that Custodian is provided notice (in industry standard form) of (a) a proposed merger, recapitalization, reorganization, conversion, consolidation, subdivision, tender offer, takeover offer or other electable or voluntary corporate action or (b) a proposed issuance of securities or rights to participate in the issuance of securities, in each case by or with respect to the issuer of securities held by it for the account of a Portfolio (each a “Voluntary Corporate Action”), the Custodian shall provide written notice to the Fund or its designee promptly upon being provided such notice of the Voluntary Corporate Action. The notice provided by the Custodian shall include (i) a synopsis of the offering materials provided to the Custodian by the issuer or its agent in connection with the Voluntary Corporate Action or a copy of the notice, if available, upon reasonable request by the Fund and (ii) the date on which the Custodian is required to take action to exercise rights or powers with respect to the Voluntary Corporate Action. Provided that the Custodian shall have delivered timely notice of the Voluntary Corporate Action to the Fund, the Custodian shall not be liable for any untimely exercise of any Voluntary Corporate Action or other right or power in connection with domestic securities or other property of the Portfolios at any time held by it unless (i) the Custodian is in actual possession of such actionsecurities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least two (2) business days prior to the date on which the Custodian is to take action to exercise such right or power. If the Fund provides the Custodian with such notification after such deadline, the Custodian shall use its reasonable best efforts to process such election.