Common use of Foreign Custody Manager Clause in Contracts

Foreign Custody Manager. (i) The Client’s board of trustees (hereinafter “Board”) hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3), as amended from time to time, under the 1940 Act). (ii) As Foreign Custody Manager, the Custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfolio’s foreign investments with such foreign custodians; (2) in selecting a foreign custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act; (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, and procedure satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act; (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with Eligible Foreign Custodians; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, with respect to the disposition of the affected foreign investments; and (iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients with regard to such countries and risks.

Foreign Custody Manager. (i) The In addition to the duties and obligations of the Custodian under this Agreement, with respect to securities and cash in such jurisdictions as the Custodian provides custody services under this Agreement for the Client, the Client desires to have the Custodian assume and discharge the responsibility of the Client’s board of trustees directors (hereinafter the “Board”) to select, contract with and monitor certain custodians of non-U.S. assets of the Client held by the Custodian pursuant to this Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided below. Therefore, the Client on behalf of the Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule Rule 17f-5(a)(3), as amended from time to time, ) under the 1940 Act). , in respect to the Client’s foreign investments held from time to time by the Custodian with any subcustodian that is an Eligible Foreign Custodian (ii) as defined in Rule 17f-5(a)(1)). Foreign investments are any Securities for which the primary market is outside the United States of America. As Foreign Custody Manager, the Custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfoliothe Client’s foreign investments with such foreign custodians; (2) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17f-5(c)(1)(i)- (iv); (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, with respect to the disposition of the affected foreign investments; and (iii7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under this Agreement for the safekeeping of the Client’s Securities and Cash. Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian and the Custodian shall be responsible for any loss or damage suffered by the Client as a result of the Custodian, or ’s breach of any provision of its agents or this Section 8(B) to the same extent the Custodian is liable for losses resulting from any foreign custodian as provided in this Agreement. (iv) breach of the standard of care specified Section 10(A). Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk. For the sake of clarity, references in this Section 8(B) to Rule 17f-5 or to specific provisions of Rule 17f-5 refer to Rule 17f-5 under the 1940 Act, as adopted on or before the date hereof.

Foreign Custody Manager. (i) The With respect to securities and cash in such jurisdiction s as the Custodian provides custody services under this Agreement for the Client’s , the Client desires to have the Custodian assume and discharge the responsibility of the Client's board of trustees directors (hereinafter “the "Board”") to select, contract with and monitor certain custodians of non-U.S. assets of the Client held by the Custodian pursuant to this Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided in this Agreement. Therefore, the Client on behalf of the Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “'s "Foreign Custody Manager” " (as that term is defined in rule Rule 17f-5(a)(3)), as amended in respect to the Client's foreign investments held from time to timetime by the Custodian with any subcustodian that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)( l)). Foreign investments are any Securities for 1940 ACT GCSA 2013 NY • V.Ge.14.2011·(Neg CONTEXT CAPITAL FUNDS, under JANUARY 15,2014) which the 1940 Act). (ii) primary market is outside the United States of America. For the avoidance of doubt, the Custodian will not utilize subcustodians in the United States, or hold United States assets with an Eligible Foreign Custodian. As Foreign Custody Manager, the Custodian shall: (1i) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians custodian s and place and maintain a Portfolio’s the Client's foreign investments with such foreign custodians; (2ii) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians custodian s in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17f-5(c)(l)(i)- (iv); (3iii) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4iv) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5v) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign Custodians;Custodian ; and (6vi) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understoodunder stood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, (as defined in this Agreement) with respect to the disposition of the affected foreign investments; and (iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) . Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s country 's financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The Client’s board of trustees (hereinafter “Board”) Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “'s "Foreign Custody Manager” " (as that term is defined in rule 17f-5(a)(3)Rule 17f-5(a)(2) under the Investment Company Act of 1940, as amended from time to time), under in respect to the 1940 ActClient's foreign investments held from time to time by the Custodian with any Subcustodian or Clearance System (each defined in the Agreement) that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1).) and that is not a Compulsory Depository as defined below. Foreign investments are any Property (as defined in the Agreement) for which the primary market is outside the U.S.A. (ii) As Foreign Custody Manager, the Custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfolio’s the Client's foreign investments with such foreign custodians; (2) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17f-5(c)(l)(i)-(iv); (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency Clearance System such contract (which may be between the Custodian and the securities depository or clearing agency Clearance System or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agencyClearance System), the rules or established practices or procedures of the depositoryClearance System, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with Instructions (as defined in the Instructions of the Client, on behalf of a Portfolio, Agreement) with respect to the disposition of the affected foreign investments; andand -------------------------------------------------------------------------------- 1 (7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under the Agreement for the safekeeping of the Client's Property (as defined in the Agreement). (iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in the Agreement or this Agreement Addendum for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) Nothing in this Agreement Addendum shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s 's financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The Client’s board of trustees (hereinafter “Board”) Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3)Rule 17f-5(a)(2) under the Investment Company Act of 1940, as amended from time to time), under in respect to the 1940 ActClient’s foreign investments held from time to time by the Custodian with any Subcustodian or Clearance System (each defined in the Agreement) that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1). ) and that is not a Compulsory Depository as defined below. Foreign investments are any Property (iias defined in the Agreement) for which the primary market is outside the U.S.A. As Foreign Custody Manager, the Custodian shall: (1) : select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfoliothe Client’s foreign investments with such foreign custodians; (2) ; in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act; 17f-5(c)(1)(i)- (3) iv); enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) ; determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency Clearance System such contract (which may be between the Custodian and the securities depository or clearing agency Clearance System or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agencyClearance System), the rules or established practices or procedures of the depositoryClearance System, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act; (5) ); provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign Custodians; (6) Custodian; monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with Instructions (as defined in the Instructions of the Client, on behalf of a Portfolio, Agreement) with respect to the disposition of the affected foreign investments; and and exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under the Agreement for the safekeeping of the Client’s Property (iii) as defined in the Agreement). Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in the Agreement or this Agreement Addendum for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) . Nothing in this Agreement Addendum shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The In addition to the duties and obligations of the Custodian under the Agreement, with respect to securities and cash in such jurisdictions as the Custodian provides custody services under the Agreement for the Client, the Client desires to have the Custodian assume and discharge the responsibility of the Client’s board of trustees directors (hereinafter the “Board”) to select, contract with and monitor certain custodians of non-U.S, assets of the Client held by the Custodian pursuant to the Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided in this Amendment. Therefore, the Client on behalf of the Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule Rule 17f-5(a)(3)) under the Investment Company Act of 1940, as amended from time to time), under in respect to the 1940 ActClient’s foreign investments held from time to time by the Custodian with any Subcustodian (as defined in the Agreement) that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(l). ). Foreign investments are any Securities (iias defined in the Agreement) for which the primary market is outside the United States of America. As Foreign Custody Manager, the Custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfoliothe Client’s foreign investments with such foreign custodians; (2) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, (those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17f-5(c)(l)(i)- (iv); (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in (the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with Instructions (as defined in the Instructions of the Client, on behalf of a Portfolio, Agreement) with respect to the disposition of the affected foreign investments; and (iii7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under the Agreement for the safekeeping of the Client’s Securities and Cash. Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in the Agreement or this Agreement Amendment for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, In the event the Custodian breaches any provision of this Amendment, the Custodian shall be responsible for any loss or damage suffered by the Client only to the same extent the Custodian is liable for losses resulting from any breach of its agents or any foreign custodian as provided the standard of care specified in this the Agreement. (iv) . Nothing in this Agreement Amendment shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) In addition to the duties and obligations of the Custodian under this Agreement, with respect to Securities and Cash in jurisdictions as the Custodian provides custody services under this Agreement for the Client, the Client desires to have the Custodian assume and discharge the responsibility of the Board to select, contract with and monitor certain custodians of non-U.S. assets of the Client held by the Custodian pursuant to this Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided in this Section 9 of the Agreement. Therefore, the Client’s board , on behalf of trustees (hereinafter “the Board”) , hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule Rule 17f-5(a)(3), in respect to the Client’s Foreign Assets (as amended defined in Rule 17f-5(a)(2)) held from time to time, under time by the 1940 ActCustodian with any Foreign Subcustodian that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1). (ii) ). As Foreign Custody Manager, the Custodian shall: (1) Subject to this Section 9, select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfoliothe Client’s foreign investments Foreign Assets with such foreign custodians; (2) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments Foreign Assets placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17f-5(c)(1)(i)- (iv); (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investmentsForeign Assets, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5) provide written reports (x) notifying the Board of the placement of foreign investments Foreign Assets with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) upon the request of the Board, make itself available to report to the Board in person at its quarterly Board meetings, or at such other times as the Board may from time to time require; (7) monitor the continued appropriateness of (x) maintaining the foreign investments Foreign Assets with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments Foreign Assets reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with Instructions (as defined in the Instructions of the Client, on behalf of a Portfolio, Agreement) with respect to the disposition of the affected foreign investmentsForeign Assets; and (iii) 8) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under this Agreement for the safekeeping of the Client’s Securities and Cash. Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) . Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The ClientCustomer’s board of trustees (hereinafter “Board”) hereby delegates to the CustodianBank, and the Custodian Bank hereby accepts the delegation to it, of the obligation to serve as the ClientCustomer’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3Rule 17f-5(a)(2), as amended from time to time, under the 1940 Act). (ii) As Foreign Custody Manager, the Custodian Bank shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfoliothe Customer’s foreign investments with such foreign custodians; (2) in selecting a foreign custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act; (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian Bank hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract ([which may be between the Custodian Bank and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian Bank and the securities depository or clearing agency)], the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure satisfy the requirements of Rule 17f-5(c)(21 7f-5(c)(2) under the 1940 Act; (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian Bank shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian Bank shall promptly so advise the Client, on behalf of a Portfolio, Customer and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, Customer with respect to the disposition of the affected foreign investments; and (7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as a person having responsibility for the safekeeping of the Customer’s assets would exercise. (iii) Nothing in this paragraph shall relieve the Custodian Bank of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, Customer from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the CustodianBank, or any of its agents or any foreign custodian as provided in Section 4 of this Agreement. (iv) Nothing in this Agreement shall require the Custodian Bank to make any selection on behalf of the Portfolio of a Client Customer that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian Bank agrees to provide to the Client, on behalf of a Portfolio, Customer such information relating to such risk as the Client Customer shall reasonably request from time to time and such other information as the Custodian Bank generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The Client’s board of trustees (hereinafter “Board”) Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “'s "Foreign Custody Manager” " (as that term is defined in rule 17f-5(a)(3)Rule 17f-5(a)(2) under the Investment Company Act of 1940, as amended from time to time), under in respect to the 1940 ActClient's foreign investments held from time to time by the Custodian with any Subcustodian or Clearance System (each defined in the Agreement) that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1).) and that is not a Compulsory Depository as defined below. Foreign investments are any Property (as defined in the Agreement for which the primary market is outside the U.S.A. (ii) As Foreign Custody Manager, the Custodian custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfolio’s the Client's foreign investments with such foreign custodians; (2) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, including, investments including without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act); (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency Clearance System such contract (which may be between the Custodian and the securities depository or clearing agency Clearance System or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agencyClearance System), the rules or established practices or procedures of the depositoryClearance System, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with Instructions (as defined in the Instructions of the Client, on behalf of a Portfolio, Agreement) with respect to the disposition of the affected foreign investments; and (7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under the Agreement for the safekeeping of the Client's Property (as defined in the Agreement). (iii) Nothing in this the paragraph shall relieve the Custodian of any responsibility otherwise provided in the Agreement or this Agreement Addendum for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) Nothing in this Agreement Addendum shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably reasonable related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s 's financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably reasonable request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The Client’s board of trustees (hereinafter “Board”) hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3), as amended from time to time, under the 1940 Act). (ii) As Foreign Custody Manager, the Custodian shall: (1) a. select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a PortfolioFund’s foreign investments with such foreign custodians; (2) b. in selecting a foreign custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv17f-5(c)(l)(i)-(iv) under the 1940 Act; (3) c. enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) d. determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, and procedure satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act; (5) e. provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with Eligible Foreign Custodians;; and (6) f. monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a PortfolioFund, and shall then act in accordance with the Instructions of the Client, on behalf of a PortfolioFund, with respect to the disposition of the affected foreign investments; and. (iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a PortfolioFund, from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence negligence, bad faith or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio Fund of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a PortfolioFund, such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients with regard to such countries and risks. (v) Any foreign Custodian which is a branch or subsidiary of the Custodian will be held to the standard of care set forth in Section 14 of the Agreement for the Custodian.

Foreign Custody Manager. (i) The Client’s board of trustees (hereinafter “Board”) Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “'s "Foreign Custody Manager” " (as that term is defined in rule 17f-5(a)(3)Rule 17f-5(a)(2) under the Investment Company Act of 1940, as amended from time to time), under in respect to the 1940 ActClient's foreign investments held from time to time by the Custodian with any Subcustodian or Clearance System (each defined in the Agreement) that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1).) and that is not a Compulsory Depository as defined below. Foreign investments are any Property (as defined in the Agreement) for which the primary market is outside the U.S.A. (ii) As Foreign Custody Manager, the Custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfolio’s the Client's foreign investments with such foreign custodians; (2) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17f-5(c)(1)(i)- (iv); (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency Clearance System such contract (which may be between the Custodian and the securities depository or clearing agency Clearance System or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agencyClearance System), the rules or established practices or procedures of the depositoryClearance System, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterlyregularly scheduled meetings of the Board, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible -------------------------------------------------------------------------------- #343 21 NEG 4/00 vNYGCSA V-1/97 NONSTD/Ex7(a)Citibank.doc Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with Instructions (as defined in the Instructions of the Client, on behalf of a Portfolio, Agreement) with respect to the disposition of the affected foreign investmentsinvestments held by such Eligible Foreign Custodian; and (7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under the Agreement for the safekeeping of the Client's Property (as defined in the Agreement). (iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in the Agreement or this Agreement Addendum for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) Nothing in this Agreement Addendum shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s 's financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk. The Client and the Board may reasonably rely on the veracity and completeness of such information.

Foreign Custody Manager. (i) The With respect to securities and cash in such jurisdictions as the Custodian provides custody services under this Agreement for the Client, the Client desires to have the Custodian assume and discharge the responsibility of the Client’s board of trustees directors (hereinafter “the ‘·Board”) to select, contract with and monitor certain custodians of non-U.S. assets of the Client held by the Custodian pursuant to this Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided in this Agreement. Therefore, the Client on behalf of the Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule Rule 17f-5(a)(3)), as amended in respect to the Client’s foreign investments held from time to timetime by the Custodian with any subcustodian that is an Eligible Foreign Custodian (as defined in Rule l7f-5(a)(l)). Foreign investments are any Securities for which the primary market is outside the United States of America. For the avoidance of doubt, under the 1940 Act). (ii) Custodian will not utilize subcustodians in the United States, or hold United States assets with an Eligible Foreign Custodian. As Foreign Custody Manager, the Custodian shall: (1i) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfoliothe Client’s foreign investments with such foreign custodians; (2ii) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17±:5(c)(l)(i)- (iv); (3iii) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4iv) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure satisfy procedures satisfY the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5v) provide written reports (x) notifying notifYing the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying notifYing the Board of the occurrence of any material change in the arrangements with an Eligible Foreign Custodians;Custodian; and (6vi) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, (as defined in this Agreement) with respect to the disposition of the affected foreign investments; and (iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) . Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The Client’s board of trustees directors (hereinafter “Board”) hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule 17f-5(a)(3), as amended from time to time, under the 1940 Act). (ii) As Foreign Custody Manager, the Custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfolio’s foreign investments with such foreign custodians; (2) in selecting a foreign custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act; (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, and procedure satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act; (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with Eligible Foreign Custodians; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, with respect to the disposition of the affected foreign investments; and (iii) Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients with regard to such countries and risks.

Foreign Custody Manager. (i) The Client’s board of trustees (hereinafter “Board”) Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “'s "Foreign Custody Manager” " (as that term is defined in rule Rule 17f-5(a)(3)) under the Investment Company Act of 1940, as amended from time to timetime (the "1940 Act")), in respect to the Client's foreign investments held from time to time by the Custodian with any Subcustodian or Clearance System that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1). The Term "Eligible Foreign Custodian" shall not include any Clearance System that is an Eligible Securities Depository (as defined in Rule 17f-7(b)(1) under the 1940 Act). Foreign investments are any Property for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect a Client's transaction in such Property. (ii) As Foreign Custody Manager, the Custodian shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfolio’s the Client's foreign investments with such foreign custodians; (2) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act); (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency Clearance System such contract (which may be between the Custodian and the securities depository or clearing agency Clearance System or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agencyClearance System), the rules or established practices or procedures of the depositoryClearance System, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterlyregularly scheduled meetings of the Board, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable care, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, with respect to the disposition of the affected foreign investmentsinvestments held by such Eligible Foreign Custodian; and (iii7) Nothing exercise such reasonable care, prudence and diligence in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) Nothing in this Agreement shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, such information relating to such risk serving as the Client shall reasonably request from time to time and such other information Foreign Custody Manager as the Custodian generally makes available to clients with regard to such countries and risksexercises in performing its responsibility under the Agreement for the safekeeping of the Client's Property.

Foreign Custody Manager. (i) The Client’s board Fund's Board of trustees Directors (hereinafter “"Board”") hereby delegates to the CustodianBank, and the Custodian Bank hereby accepts the delegation to it, of the obligation to serve as the Client’s “Fund's "Foreign Custody Manager” " (as that term is defined in rule 17f-5(a)(3Rule 17f-5(a)(2), as amended from time to time, under the 1940 Act). (ii) As Foreign Custody Manager, the Custodian Bank shall: (1) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians Foreign Custodians and place and maintain a Portfolio’s the Fund's foreign investments with such foreign custodiansForeign Custodians; (2) in selecting a foreign custodianForeign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv17f-5(c) (1)(i)-(iv) under the 1940 Act; (3) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian Bank hereunder; (4) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract ([which may be between the Custodian Bank and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian Bank and the securities depository or clearing agency)], the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contractscontacts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(217f-5(c )(2) under the 1940 Act; (5) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians Custodian selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian Bank shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable carecare as required of Eligible Foreign Custodians by Rule 17f-5, the Custodian Bank shall promptly so advise the Client, on behalf of a Portfolio, Fund and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, Fund with respect to the disposition of the affected foreign investments; and 7) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as a person having responsibility for the safekeeping of the Fund's assets would exercise. (iii) Nothing in this paragraph shall relieve the Custodian Bank of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, Fund from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or willful misconduct on the part of the CustodianBank, or any of its agents or any foreign custodian Foreign Custodian as provided in Section 4 of this Agreement. (iv) Nothing in this Agreement shall require the Custodian Bank to make any selection on behalf of the Portfolio of a Client Fund that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country including, but not limited to, such country’s 's financial infrastructure and prevailing settlement practices. The Custodian Bank agrees to provide to the Client, on behalf of a Portfolio, Fund such information relating to such risk as the Client Fund shall reasonably request from time to time and such other information as the Custodian Bank generally makes available to clients customers with regard to such countries and risksrisk.

Foreign Custody Manager. (i) The In addition to the duties and obligations of the Custodian under this Agreement, with respect to Securities and Cash in such jurisdictions as the Custodian provides custody services under this Agreement for the Client, the Client desires to have the Custodian assume and discharge the responsibility of the Client’s board of trustees directors (hereinafter the “Board”) to select, contract with and monitor certain custodians of non-U.S. assets of the Client held by the Custodian pursuant to this Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided herein. Accordingly, the Client on behalf of the Board hereby delegates to the Custodian, and the Custodian hereby accepts the delegation to it, of the obligation to serve as the Client’s “Foreign Custody Manager” (as that term is defined in rule Rule 17f-5(a)(3), as amended ) under the 0000 Xxx) in respect to the Client’s foreign investments held from time to time, under time by the 1940 ActCustodian with any Subcustodian that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1). (ii) ). Foreign investments are any Securities for which the primary market is outside the United States of America. As Foreign Custody Manager, the Custodian shall: (1i) select Eligible Foreign Custodians as defined in Rule 17f-5(a)(1) under the 1940 Act, to serve as foreign custodians and place and maintain a Portfoliothe Client’s foreign investments with such foreign custodians; (2ii) in selecting a foreign custodianan Eligible Foreign Custodian, first determine that foreign investments placed and maintained in the safekeeping of each Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after having considered all factors relevant to the safekeeping of such investments, investments including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv) under the 1940 Act17f-5(c)(1)(i)- (iv); (3iii) enter into written agreements with each Eligible Foreign Custodian selected by the Custodian hereunder; (4iv) determine that the written contract with each Eligible Foreign Custodian (or, in the case of an Eligible Foreign Custodian that is a securities depository or clearing agency such contract (which may be between the Custodian and the securities depository or clearing agency or between an Eligible Foreign Custodian selected by the Custodian and the securities depository or clearing agency), the rules or established practices or procedures of the depository, or any combination of the foregoing) requires that the Eligible Foreign Custodian will provide reasonable care for the foreign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices, practices and procedure procedures satisfy the requirements of Rule 17f-5(c)(2) under the 1940 Act); (5v) provide written reports (x) notifying the Board of the placement of foreign investments with each Eligible Foreign Custodian, such reports to be provided at such time as they deem the Board deems reasonable and appropriate, but not less than quarterly, and (y) promptly notifying the Board of the occurrence of any material change in the arrangements with an Eligible Foreign CustodiansCustodian; (6vi) monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Eligible Foreign Custodian would no longer afford the foreign investments reasonable carecare or would no longer meet the requirements of Rule 17f-5, the Custodian shall promptly so advise the Client, on behalf of a Portfolio, Client and shall then act in accordance with the Instructions of the Client, on behalf of a Portfolio, with respect to the disposition of the affected foreign investments; and (iiivii) exercise such reasonable care, prudence and diligence in serving as the Foreign Custody Manager as the Custodian exercises in performing its responsibility under this Agreement for the safekeeping of the Client’s Securities and Cash. Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in this Agreement for loss or damage suffered by the Client, on behalf of a Portfolio, Client from any act or omission that fails to meet the standard of care under this Agreement, including but not limited to, an act of negligence or negligence, willful misconduct or fraud on the part of the Custodian, or any of its agents or any foreign custodian as provided in this Agreement. (iv) . Nothing in this Agreement Section 20 shall require the Custodian to make any selection on behalf of the Portfolio of a Client that would entail consideration of any factor reasonably related to the systemic risk of holding assets in a particular country country, including, but not limited to, such country’s financial infrastructure and prevailing settlement practices. The Custodian agrees to provide to the Client, on behalf of a Portfolio, Client such information relating to such risk as the Client shall reasonably request from time to time and such other information as the Custodian generally makes available to clients customers with regard to such countries and risksrisk.