Common use of Foreign Custody Manager Clause in Contracts

Foreign Custody Manager. With respect to securities and cash in such non-United States 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 (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 defined in Rule 17f-5(a)(3)), in respect to the Client’s Foreign Assets (as defined in Rule 17f-5(a)(2)) held from time to time by the Custodian with any subcustodian that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1)). 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. The Foreign Custody Manager represents to Client at the date this Agreement is entered into and at any date that any custodial service is used or provided that it is a U.S. Bank (as defined in Rule 17f-5(a)(7)). The Client may terminate the Custodian’s appointment as Foreign Custody Manager hereunder upon 45 days’ prior written notice. As Foreign Custody Manager, the Custodian shall: (i) select Eligible Foreign Custodians to serve as foreign custodians (any such Eligible Custodian acting in such capacity, a “Foreign Sub-Custodian”) and place and maintain the Client’s Foreign Assets with such Foreign Sub-Custodians; the list of such Eligible Foreign Custodians shall be made available to the Client via the Custodian’s electronic portal. (ii) in selecting a Foreign Sub-Custodian, first determine that Foreign Assets placed and maintained in the safekeeping of each Foreign Sub-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); (iii) enter into written agreements with each Foreign Sub-Custodian selected by the Custodian hereunder; (iv) determine that the written contract with each Foreign Sub-Custodian requires that the Foreign Sub-Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices and procedures satisfy the requirements of Rule 17f-5(c)(2), including without limitation to the requirements relating to indemnification. (v) provide written reports (x) notifying the Board of the placement of Foreign Assets with each Foreign Sub-Custodian, such reports to be provided at such time as 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 a Foreign Sub-Custodian; (vi) establish a system to monitor, and shall monitor, the continued appropriateness of (x) maintaining the Foreign Assets with Foreign Sub-Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Foreign Sub-Custodian would no longer afford the Foreign Assets reasonable care, the Custodian shall promptly so advise the Client and shall further advise the Client as to whether it will (i) relocate the Foreign Assets to a new Foreign Sub-Custodian or (ii) that it requires Instructions ns (as defined in this Agreement) with respect to the disposition of the foreign investments because no Foreign Sub-Custodian in the relevant market meets the requirements of Rule 17f-5. (vii) The Custodian shall make available to the Board and the Client the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, as found on the Custodian’s web portal. The web portal may be updated by the Custodian from time to time, provided that no such update shall result in a Board or Fund being provided with substantively less information than had been previously made available hereunder. Nothing in this Agreement shall require the Custodian to make any selection on behalf of the 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 make available to the 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 customers with regard to such countries and risk.

Foreign Custody Manager. With respect to securities and cash in such non-United States 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 (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 defined in Rule 17f-5(a)(3)), in respect to the Client’s Foreign Assets (as defined in Rule 17f-5(a)(2)) held from time to time by the Custodian with any subcustodian that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1)). 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. The Foreign Custody Manager represents to Client at the date this Agreement is entered into and at any date that any custodial service is used or provided that it is a U.S. Bank (as defined in Rule 17f-5(a)(717f- 5(a)(7)). The Client may terminate the Custodian’s appointment as Foreign Custody Manager hereunder upon 45 days’ prior written notice. As Foreign Custody Manager, the Custodian shall: (i) select Eligible Foreign Custodians to serve as foreign custodians (any such Eligible Custodian acting in such capacity, a “Foreign Sub-Custodian”) and place and maintain the Client’s Foreign Assets with such Foreign Sub-Custodians; the list of such Eligible Foreign Custodians shall be made available to the Client via the Custodian’s electronic portal. (ii) in selecting a Foreign Sub-Custodian, first determine that Foreign Assets placed and maintained in the safekeeping of each Foreign Sub-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)- 17f- 5(c)(1)(i)- (iv); (iii) enter into written agreements with each Foreign Sub-Custodian selected by the Custodian hereunder; (iv) determine that the written contract with each Foreign Sub-Custodian requires that the Foreign Sub-Sub- Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices and procedures satisfy the requirements of Rule 17f-5(c)(2), including without limitation to the requirements relating to indemnification. (v) provide written reports (x) notifying the Board of the placement of Foreign Assets with each Foreign Sub-Custodian, such reports to be provided at such time as 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 a Foreign Sub-Custodian; (vi) establish a system to monitor, and shall monitor, the continued appropriateness of (x) maintaining the Foreign Assets with Foreign Sub-Custodians selected hereunder and (y) the governing contractual arrangements; it being understood, however, that in the event the Custodian shall determine that any Foreign Sub-Custodian would no longer afford the Foreign Assets reasonable care, the Custodian shall promptly so advise the Client and shall further advise the Client as to whether it will (i) relocate the Foreign Assets to a new Foreign Sub-Custodian or (ii) that it requires Instructions ns (as defined in this Agreement) with respect to the disposition of the foreign investments because no Foreign Sub-Custodian in the relevant market meets the requirements of Rule 17f-5. (vii) The Custodian shall make available to the Board and the Client the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, as found on the Custodian’s web portal. The web portal may be updated by the Custodian from time to time, provided that no such update shall result in a Board or Fund being provided with substantively less information than had been previously made available hereunder. Nothing in this Agreement shall require the Custodian to make any selection on behalf of the 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 make available to the 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 customers with regard to such countries and risk.contractual

Foreign Custody Manager. With In addition to the duties and obligations of the Custodian under the Agreement, with respect to securities and cash in such non-United States jurisdictions as the Custodian provides custody services under this the Agreement for the Client, the Client desires to have the Custodian assume and discharge the responsibility of the Client’s board of trustees (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 the Agreement. The Custodian agrees to accept the delegation and to perform the responsibility as provided in this AgreementAmendment. 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 defined in Rule 17f-5(a)(3)) under the Investment Company Act of 1940, as amended from time to time), in respect to the Client’s Foreign Assets (as defined in Rule 17f-5(a)(2)) foreign investments held from time to time by the Custodian with any subcustodian Subcustodian (as defined in the Agreement) that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1)). 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. The Foreign Custody Manager represents to Client at the date this Agreement is entered into and at investments are any date that any custodial service is used or provided that it is a U.S. Bank Securities (as defined in Rule 17f-5(a)(7))the Agreement) for which the primary market is outside the United States of America. The Custodian agrees that unless otherwise specifically notified by the Custodian in advance and mutually agreed by the Client may terminate and the Custodian’s appointment , any subcustodian will be a bank as defined in Section 2(a)(5) of the 1940 Act meeting the requirements of a custodian under Section 17(f) of the 1940 Act or a “Qualified Foreign Custody Manager hereunder upon 45 days’ prior written noticeBank” meeting the requirements of an “Eligible Foreign Custodian” as specified in Rule 17f-5 under the 1940 Act; provided however, it is understood and agreed that after such notification any Instruction by the Client to the Custodian to hold assets, settle trades or otherwise perform services on behalf of the Client in a specified market shall be deemed agreement and acceptance by the Client of the subcustodian used by the Custodian for such market. As Foreign Custody Manager, the Custodian shall: (i1) select Eligible Foreign Custodians to serve as foreign custodians (any such Eligible Custodian acting in such capacity, a “Foreign Sub-Custodian”) and place and maintain the Clienteach Fund’s Foreign Assets foreign investments with such Foreign Sub-Custodians; the list of such Eligible Foreign Custodians shall be made available to the Client via the Custodian’s electronic portal.foreign custodians; (ii2) in selecting a an Eligible Foreign Sub-Custodian, first determine that Foreign Assets foreign investments placed and maintained in the safekeeping of each Eligible Foreign Sub-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); (iii3) enter into written agreements with each Eligible Foreign Sub-Custodian selected by the Custodian hereunder; (iv4) determine that the written contract with each Eligible Foreign Sub-Custodian requires that the Eligible Foreign Sub-Custodian will provide reasonable care for the Foreign Assetsforeign investments, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices and procedures satisfy the requirements of Rule 17f-5(c)(2), including without limitation to the requirements relating to indemnification.; (v5) provide written reports (x) notifying the Board of the placement of Foreign Assets foreign investments with each Eligible Foreign Sub-Custodian, such reports to be provided at such time as 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 a an Eligible Foreign Sub-Custodian; (vi6) establish a system to monitor, and shall monitor, monitor the continued appropriateness of (x) maintaining the foreign investments with Eligible Foreign Assets with Foreign Sub-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 Sub-Custodian would no longer afford the Foreign Assets foreign investments reasonable care, the Custodian shall promptly so advise the Client and shall further advise the Client as to whether it will (i) relocate the Foreign Assets to a new Foreign Sub-Custodian or (ii) that it requires then act in accordance with Instructions ns (as defined in this the Agreement) with respect to the disposition of the foreign investments because no Foreign Sub-Custodian in the relevant market meets the requirements of Rule 17f-5.investments; and (vii7) The Custodian shall make available to exercise such reasonable care, prudence and diligence in serving as the Board and the Client the information with respect to custody and settlement practices in countries in which Foreign Custody Manager as the Custodian employs a Foreign Sub-Custodian, as found on exercises in performing its responsibility under the CustodianAgreement for the safekeeping of the Client’s web portal. The web portal may be updated by the Custodian from time to time, provided that no such update shall result in a Board or Fund being provided with substantively less information than had been previously made available hereunderSecurities and Cash. Nothing in this paragraph shall relieve the Custodian of any responsibility otherwise provided in the Agreement or this Amendment for loss or damage suffered by the Client from 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 the standard of care specified in the Agreement. Nothing in this Amendment shall require the Custodian to make any selection on behalf of the 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 make available provide to the 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 customers with regard to such countries and risk.

Foreign Custody Manager. With respect to securities and cash in such non-United States 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 (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 defined in Rule 17f-5(a)(3)), in respect to the Client’s Foreign Assets (as defined in Rule 17f-5(a)(2)) held from time to time by the Custodian with any subcustodian that is an Eligible Foreign Custodian (as defined in Rule 17f-5(a)(1)). 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. The Foreign Custody Manager represents to Client at the date this Agreement is entered into and at any date that any custodial service is used or provided that it is a U.S. Bank (as defined in Rule 17f-5(a)(717f- 5(a)(7)). The Client may terminate the Custodian’s appointment as Foreign Custody Manager hereunder upon 45 days’ prior written notice. As Foreign Custody Manager, the Custodian shall: (i) select Eligible Foreign Custodians to serve as foreign custodians (any such Eligible Custodian acting in such capacity, a “Foreign Sub-Custodian”) and place and maintain the Client’s Foreign Assets with such Foreign Sub-Custodians; the list of such Eligible Foreign Custodians shall be made available to the Client via the Custodian’s electronic portal. (ii) in selecting a Foreign Sub-Custodian, first determine that Foreign Assets placed and maintained in the safekeeping of each Foreign Sub-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)- 17f- 5(c)(1)(i)- (iv); (iii) enter into written agreements with each Foreign Sub-Custodian selected by the Custodian hereunder; (iv) determine that the written contract with each Foreign Sub-Custodian requires that the Foreign Sub-Sub- Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market, and that all such contracts, rules, practices and procedures satisfy the requirements of Rule 17f-5(c)(2), including without limitation to the requirements relating to indemnification. (v) provide written reports (x) notifying the Board of the placement of Foreign Assets with each Foreign Sub-Custodian, such reports to be provided at such time as 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 a Foreign Sub-Custodian; (vi) establish a system to monitor, and shall monitor, the continued appropriateness of (x) maintaining the Foreign Assets with Foreign Sub-Custodians selected hereunder and (y) the governing contractual 1940 ACT GCSA 2013 NY - V.06.14.2011- (Neg XXXX XXXXXXX FUNDS, FEBRUARY 28, 2014) arrangements; it being understood, however, that in the event the Custodian shall determine that any Foreign Sub-Custodian would no longer afford the Foreign Assets reasonable care, the Custodian shall promptly so advise the Client and shall further advise the Client as to whether it will (i) relocate the Foreign Assets to a new Foreign Sub-Custodian or (ii) that it requires Instructions ns (as defined in this Agreement) with respect to the disposition of the foreign investments because no Foreign Sub-Sub- Custodian in the relevant market meets the requirements of Rule 17f-5. (vii) The Custodian shall make available to the Board and the Client the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, as found on the Custodian’s web portal. The web portal may be updated by the Custodian from time to time, provided that no such update shall result in a Board or Fund being provided with substantively less information than had been previously made available hereunder. Nothing in this Agreement shall require the Custodian to make any selection on behalf of the 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 make available to the 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 customers with regard to such countries and risk.