Common use of Foreign Custody Manager Services Clause in Contracts

Foreign Custody Manager Services. (a) The Fund, on behalf of its Board, delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund's foreign custody manager for selecting, contracting with and monitoring Foreign Custodians in the countries set forth on Schedule 2 (each, a “Selected Country” and collectively, the “Selected Countries”) in accordance with Rule 17f-5(c). (b) Schedule 2 may be amended from time to time to add or delete Selected Countries by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Fund. (c) Custodian shall provide written reports notifying the Board of the placement of Fund assets with a particular Foreign Custodian. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund. The Custodian shall promptly notify the Board, in writing, of any material change in the Fund's foreign custody arrangements. (d) In each case in which the Custodian has exercised delegated authority to place Fund assets with a Foreign Custodian, the Custodian shall monitor the appropriateness of maintaining the assets with such Foreign Custodian, and the performance of the Foreign Custodian under its contract with the Custodian, in accordance with Rule 17f-5(c)(3). The Custodian shall notify the Fund as soon as possible if an arrangement with a Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its assets in accordance with Rule 17f-5(c)(3)(ii). (e) In exercising the delegated authority under this Section 2.6 of this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Fund assets would exercise in like circumstances. Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Fund assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.

Foreign Custody Manager Services. (a) The Fund, on behalf of its Board, delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund's ’s foreign custody manager for selecting, contracting with and monitoring Foreign Custodians in the countries set forth on Schedule 2 (each, a “Selected Country” and collectively, the “Selected Countries”) in accordance with Rule 17f-5(c). (b) Schedule 2 may be amended from time to time to add or delete Selected Countries by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Fund. (c) Custodian shall provide written reports notifying the Board of the placement of Fund assets with a particular Foreign Custodian. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund. The Custodian shall promptly notify the Board, in writing, of any material change in the Fund's ’s foreign custody arrangements. (d) In each case in which the Custodian has exercised delegated authority to place Fund assets with a Foreign Custodian, the Custodian shall monitor the appropriateness of maintaining the assets with such Foreign Custodian, and the performance of the Foreign Custodian under its contract with the Custodian, in accordance with Rule 17f-5(c)(3). The Custodian shall notify the Fund as soon as possible if an arrangement with a Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its assets in accordance with Rule 17f-5(c)(3)(ii). (e) In exercising the delegated authority under this Section 2.6 of this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Fund assets would exercise in like circumstances. Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Fund assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.

Foreign Custody Manager Services. (a) The Fund, on behalf of its Board, delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund's foreign custody manager for selecting, contracting with and monitoring Foreign Custodians in the countries set forth on Schedule 2 (each, a “Selected Country” and collectively, the “Selected Countries”) in accordance with Rule 17f-5(c). (b) Schedule 2 may be amended from time to time to add or delete Selected Countries by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Fund. (c) Custodian shall provide written reports notifying the Board of the placement of Fund assets with a particular Foreign Custodian. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund. The Custodian shall promptly notify the Board, in writing, of any material change in the Fund's foreign custody arrangements. (d) In each case in which the Custodian has exercised delegated authority to place Fund assets with a Foreign Custodian, the Custodian shall monitor the appropriateness of maintaining the assets with such Foreign Custodian, and the performance of the Foreign Custodian under its contract with the Custodian, in accordance with Rule 17f-5(c)(3). The Custodian shall notify the Fund as A45006-10.11.10-CLEAN soon as possible if an arrangement with a Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its assets in accordance with Rule 17f-5(c)(3)(ii). (e) In exercising the delegated authority under this Section 2.6 of this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Fund assets would exercise in like circumstances. Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Fund assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.

Foreign Custody Manager Services. (a) The Fund, on behalf of its Board, delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund's foreign custody manager for selecting, contracting with and monitoring Foreign Custodians in the countries set forth on Schedule 2 (each, a “Selected Country” and collectively, the “Selected Countries”) in accordance with Rule 17f-5(c). (b) Schedule 2 may be amended from time to time to add or delete Selected Countries by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Fund. (c) Custodian shall provide written reports notifying the Board of the placement of Fund assets with a particular Foreign Custodian. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund. The Custodian shall promptly notify the Board, in writing, of any material change in the Fund's foreign custody arrangements. (d) In each case in which the Custodian has exercised delegated authority to place Fund assets with a Foreign Custodian, the Custodian shall monitor the appropriateness of maintaining the assets with such Foreign Custodian, and the performance of the Foreign Custodian under its contract with the Custodian, in accordance with Rule 17f-5(c)(3). The Custodian shall notify the Fund as soon as possible if an arrangement with a Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its assets in accordance with Rule 17f-5(c)(3)(ii).as (e) In exercising the delegated authority under this Section 2.6 of this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Fund assets would exercise in like circumstances. Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Fund assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.

Foreign Custody Manager Services. (a) The Fund, on behalf of its Board, delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund's foreign custody manager for selecting, contracting with and monitoring Foreign Custodians in the countries set forth on Schedule 2 (each, a “Selected Country” and collectively, the “Selected Countries”) in accordance with Rule 17f-5(c). (b) Schedule 2 may be amended from time to time to add or delete Selected Countries by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Fund. (c) Custodian shall provide written reports notifying the Board of the placement of Fund assets with a particular Foreign Custodian. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund. The Custodian shall promptly notify the Board, in writing, of any material change in the Fund's foreign custody arrangements. (d) In each case in which the Custodian has exercised delegated authority to place Fund assets with a Foreign Custodian, the Custodian shall monitor the appropriateness of maintaining the assets with such Foreign Custodian, and the performance of the Foreign Custodian under its contract with the Custodian, in accordance with Rule 17f-5(c)(3). The Custodian shall notify the Fund as soon as possible if an arrangement with a Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its assets in accordance with Rule 17f-5(c)(3)(ii). (e) In exercising the delegated authority under this Section 2.6 of this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Fund assets would exercise in like circumstances. Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Fund assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(117f-5(c) (1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.

Foreign Custody Manager Services. (a) The Fund, on behalf of its Board, delegates to the Custodian, and the Custodian hereby agrees to accept, responsibility as the Fund's foreign custody manager for selecting, contracting with and monitoring Foreign Custodians in the countries set forth on Schedule 2 (each, a “Selected Country” and collectively, the “Selected Countries”) in accordance with Rule 17f-5(c). (b) Schedule 2 may be amended from time to time to add or delete Selected Countries by written agreement signed by an Authorized Person of the Fund and the Custodian, but the Custodian reserves the right to delete jurisdictions upon reasonable notice to the Fund. (c) Custodian shall provide written reports notifying the Board of the placement of Fund assets with a particular Foreign Custodian. Such reports shall be provided to the Board quarterly, except as otherwise agreed by the Custodian and the Fund. The Custodian shall promptly notify the Board, in writing, of any material change in the Fund's foreign custody arrangements. (d) In each case in which the Custodian has exercised delegated authority to place Fund assets with a Foreign Custodian, the Custodian shall monitor the appropriateness of maintaining the assets with such Foreign Custodian, and the performance of the Foreign Custodian under its contract with the Custodian, in accordance with Rule 17f-5(c)(3). The Custodian shall notify the Fund as 67 A45006-01/01/11-CL-II soon as possible if an arrangement with a Foreign Custodian no longer meets the requirements of Rule 17f-5, so that the Fund may withdraw its assets in accordance with Rule 17f-5(c)(3)(ii). (e) In exercising the delegated authority under this Section 2.6 of this Agreement, the Custodian agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Fund assets would exercise in like circumstances. Contracts with Foreign Custodians shall comply with Rule 17f-5(c)(2), and provide for reasonable care for Fund assets based on the standards applicable to Foreign Custodians in the Selected Country. In making this determination, the Custodian shall consider the factors set forth in Rule 17f-5(c)(1). In addition, the Custodian shall hold the Fund harmless from, and indemnify the Fund against, any loss, action, claim, demand, expense and proceeding, including counsel fees, that occurs as a result of the failure of any Foreign Custodian to exercise reasonable care with respect to the safekeeping of securities and monies of the Fund. Notwithstanding the generality of the foregoing, however, the Custodian shall not be liable for any losses resulting from Country Risk.