Common use of Interim Subcustodians Clause in Contracts

Interim Subcustodians. Notwithstanding the foregoing, in the event that the Approved Foreign Custody Manager determines that it will not provide delegation services (i) in a country in which the Fund has directed that the Fund invest in a security or other Asset or (ii) with respect to a specific Foreign Subcustodian which the Fund has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Fund in writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of the Approved Foreign Custody Manager’s delegation services in such country. The Custodian and the Approved Foreign Custody Manager (or Domestic Subcustodian) as applicable, shall be entitled to rely on and shall have no liability or responsibility for following such direction from the Fund as a Special Instruction and shall have no duties or liabilities under this Agreement save those that it may undertake specifically in writing with respect to each particular instance. Upon the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designate, or cause the Approved Foreign Custody Manager to designate, an entity (defined herein as “Interim Subcustodian”) designated by the Fund in such Special Instructions, to hold such security or other Asset. In such event, the Fund represents and warrants that it has made a determination that the arrangement with such Interim Subcustodian satisfies the requirements of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager and the Custodian do not agree to provide fully to the Fund the services under this Agreement and the Delegation Agreement with respect to a particular country or specific Foreign Subcustodian, the Fund may delegate such services to another delegate pursuant to Rule 17f-5.

Interim Subcustodians. Notwithstanding the foregoing, in the event that the Approved Foreign Custody Manager determines that it will not provide delegation services (i) in a country in which the Fund has directed that the Fund shall invest in a security or other Asset to be held in a country in which the Approved Foreign Custody Manager has not appointed a Foreign Subcustodian or (ii) with respect to for which the Fund has otherwise directed that a specific Foreign Subcustodian which the Fund has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Fund in writing by facsimile transmission, Electronic Communication, transmission or otherwise in such other manner as the Fund and Custodian shall agree in writing of the unavailability of the Approved an approved Foreign Custody Manager’s delegation services Subcustodian in such country. The Custodian ; and the Approved Foreign Custody Manager (or Domestic Subcustodian) as applicable, shall be entitled to rely on and shall have no liability or responsibility for following such direction from the Fund as a Special Instruction and shall have no duties or liabilities under this Agreement save those that it may undertake specifically in writing with respect to each particular instance. Upon upon the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designateshall, or shall cause the Approved Foreign Custody Manager to designateto, an entity appoint or approve any Person (defined herein as “Interim Subcustodian”hereinafter defined) designated by the Fund in such Special Instructions, to hold such security or other Asset. In such event, The subcustodian agreement between the Fund represents Custodian and warrants that it has made a determination that the arrangement with such Interim Subcustodian satisfies shall comply with the requirements provisions of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5l?f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager ) and the terms and provisions of this Agreement. The Custodian do not agree to provide fully to the Fund the services under this Agreement and the Delegation Agreement shall comply with Section 5(b)(1) hereof with respect to the appointment of an Interim Subcustodian. (Any Person appointed or approved as either a particular country subcustodian or specific Foreign Subcustodian, the Fund may delegate such services to another delegate subcustodians pursuant to Rule 17f-5this Section 5(b)(2) is herein referred to as an "Interim Subcustodian.")

Interim Subcustodians. Notwithstanding the foregoing, in the event that a Fund shall invest in a security or other Asset to be held in a country in which the Approved Foreign Custody Manager has not appointed a Foreign Subcustodian or for which the Fund has otherwise directed that a specific Foreign Subcustodian be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Fund in writing by facsimile transmission or in such other manner as the Fund and Custodian shall agree in writing of the unavailability of an approved Foreign Subcustodian in such country; and upon the receipt of Special Instructions, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, appoint or approve any Person (as hereinafter defined) designated by the Fund in such Special Instructions, to hold such security or other Asset. The subcustodian agreement between the Custodian and the Interim Subcustodian shall comply with the provisions of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable) and the terms and provisions of this Agreement. The Custodian shall comply with Section 5(b)(1) hereof with respect to the appointment of an Interim Subcustodian. (Any Person appointed or approved as either a subcustodian or sub-subcustodian pursuant to this Section 5(b)(2) is herein referred to as an "Interim Subcustodian.") In the event that the Approved Foreign Custody Manager or its delegate reasonably determines that it such Person will not provide delegation services (i) in a country in which the a Fund has directed that the Fund shall invest in a security or other Asset or (ii) with respect to a specific Foreign Subcustodian which the Fund has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify or the Fund in writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of the Approved Foreign Custody Manager’s delegation services in such country. The Custodian and the Approved Foreign Custody Manager (or the Domestic Subcustodian) ), as applicable, shall be entitled to rely on and shall have no liability or responsibility for following any such direction from the Fund instruction provided pursuant to Section 5(b)(2) as a Special Instruction and shall have no duties or liabilities under this Agreement with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance. Upon ; provided that the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designate, or cause Delegation Agreement and this Agreement shall not constitute the Approved Foreign Custody Manager to designateor the Custodian (or the Domestic Subcustodian), an entity (defined herein as “Interim Subcustodian”) designated by the exclusive delegate of the Fund in for purposes of Rule 17f-5 and, particularly where such Special Instructions, to hold such security or other Asset. In such event, the Fund represents and warrants that it has made a determination that the arrangement with such Interim Subcustodian satisfies the requirements of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager and the Custodian do Person does not agree to provide fully to the Fund the services under this Agreement and the Delegation Agreement to the Fund with respect to a particular country or specific Foreign Subcustodian, the Fund may delegate such services to another delegate pursuant to Rule 17f-5.. The Agreement is further amended by renumbering Subsections 5(d) and 5(e) as 5(c) and 5(d), respectively. The Agreement is further amended by deleting the paragraph in Subsection 5(f), renumbering the Subsection as Subsection 5(e) and inserting the following amended paragraph in its place: Certification Regarding Foreign Subcustodians. Upon request of a Fund, the Custodian shall deliver, or cause any Approved Foreign Custody Manager to deliver, to the Fund a certificate stating: (i) the identity of each Foreign Subcustodian then acting on behalf of the Custodian; (ii) the countries in which the Eligible Securities Depositories (as defined in Section 5(f)) through which each Foreign Subcustodian is then holding cash, securities and other Assets of the Fund; and (iii) such other information as may be requested by the Fund to ensure compliance with rules and regulations under the 1940 Act. The Agreement is further amended by inserting the following new Subsection 5(f) after the new renumbered Subsection 5(e):

Interim Subcustodians. Notwithstanding the foregoing, in the event that the Approved Foreign Custody Manager determines that it will not provide delegation services (i) in a country in which the Fund has directed that the Fund shall invest in a security or other Asset to be held in a country in which the Approved Foreign Custody Manager has not appointed a Foreign Subcustodian or (ii) with respect to for which the Fund has otherwise directed that a specific Foreign Subcustodian which the Fund has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Fund in writing by facsimile transmission, Electronic Communication, transmission or otherwise in such other manner as the Fund and Custodian shall agree in writing of the unavailability of the Approved an approved Foreign Custody Manager’s delegation services Subcustodian in such country. The Custodian ; and the Approved Foreign Custody Manager (or Domestic Subcustodian) as applicable, shall be entitled to rely on and shall have no liability or responsibility for following such direction from the Fund as a Special Instruction and shall have no duties or liabilities under this Agreement save those that it may undertake specifically in writing with respect to each particular instance. Upon upon the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designateshall, or shall cause the Approved Foreign Custody Manager to designateto, an entity appoint or approve any Person (defined herein as “Interim Subcustodian”hereinafter defined) designated by the Fund in such Special Instructions, to hold such security or other Asset. In such event, The subcustodian agreement between the Fund represents Custodian and warrants that it has made a determination that the arrangement with such Interim Subcustodian satisfies shall comply with the requirements provisions of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager ) and the terms and provisions of this Agreement. The Custodian do not agree to provide fully to the Fund the services under this Agreement and the Delegation Agreement shall comply with Section 5(b)(1) hereof with respect to the appointment of an Interim Subcustodian. (Any Person appointed or approved as either a particular country subcustodian or specific Foreign Subcustodian, the Fund may delegate such services to another delegate sub-subcustodian pursuant to Rule 17f-5this Section 5(b)(2) is hereinafter referred to as an "Interim Subcustodian.")

Interim Subcustodians. Notwithstanding the foregoing, in the event that the Approved Foreign Custody Manager determines that it will not provide delegation services (i) in a country in which the a Fund has directed that the Fund invest in a security or other Asset or (ii) with respect to a specific Foreign Subcustodian which the Fund has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Fund in writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of the Approved Foreign Custody Manager’s delegation services in such country. The Custodian and the Approved Foreign Custody Manager (or Domestic Subcustodian) ), as applicable, shall be entitled to rely on and shall have no liability or responsibility for following such direction from the Fund as a Special Instruction and shall have no duties or liabilities under this Agreement save those that it may undertake specifically in writing with respect to each particular instance. Upon the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designate, or cause the Approved Foreign Custody Manager to designate, an entity (defined herein as “Interim Subcustodian”) designated by the Fund in such Special Instructions, to hold such security or other Asset. In such event, the Fund represents and warrants that it has made a determination that the arrangement with such Interim Subcustodian satisfies the requirements of the 1940 Investment Company Act and the rules and regulations thereunder (including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager and the Custodian do not agree to provide fully to the Fund the services under this Agreement and the Delegation Agreement with respect to a particular country or specific Foreign Subcustodian, the Fund may delegate such services to another delegate pursuant to Rule 17f-5.

Interim Subcustodians. Notwithstanding the foregoing, in the event that a Fund shall invest in a security or other Asset to be held in a country in which the Approved Foreign Custody Manager has not appointed a Foreign Subcustodian or for which the Fund has otherwise directed that a specific Foreign Subcustodian be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify the Fund in writing by facsimile transmission or in such other manner as the Fund and Custodian shall agree in writing of the unavailability of an approved Foreign Subcustodian in such country; and upon the receipt of Special Instructions, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, appoint or approve any Person (as hereinafter defined) designated by the Fund in such Special Instructions, to hold such security or other Asset. The subcustodian agreement between the Custodian and the Interim Subcustodian shall comply with the provisions of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable) and the terms and provisions of this Agreement. The Custodian shall comply with Section 5(b)(1) hereof with respect to the appointment of an Interim Subcustodian. (Any Person appointed or approved as either a subcustodian or sub-subcustodian pursuant to this Section 5(b)(2) is herein referred to as an "Interim Subcustodian.") (3) In the event that the Approved Foreign Custody Manager or its delegate reasonably determines that it such Person will not provide delegation services (i) in a country in which the a Fund has directed that the Fund shall invest in a security or other Asset or (ii) with respect to a specific Foreign Subcustodian which the Fund has directed be used, the Custodian shall, or shall cause the Approved Foreign Custody Manager to, promptly notify or the Fund in writing by facsimile transmission, Electronic Communication, or otherwise of the unavailability of the Approved Foreign Custody Manager’s delegation services in such country. The Custodian and the Approved Foreign Custody Manager (or the Domestic Subcustodian) ), as applicable, shall be entitled to rely on and shall have no liability or responsibility for following any such direction from the Fund instruction provided pursuant to Section 5(b)(2) as a Special Instruction and shall have no duties or liabilities under this Agreement with respect to such arrangement save those that it may undertake specifically in writing with respect to each particular instance. Upon ; provided that the receipt of such Special Instructions, the Custodian may, in it absolute discretion, designate, or cause Delegation Agreement and this Agreement shall not constitute the Approved Foreign Custody Manager to designateor the Custodian (or the Domestic Subcustodian), an entity (defined herein as “Interim Subcustodian”) designated by the exclusive delegate of the Fund in for purposes of Rule 17f-5 and, particularly where such Special Instructions, to hold such security or other Asset. In such event, the Fund represents and warrants that it has made a determination that the arrangement with such Interim Subcustodian satisfies the requirements of the 1940 Act and the rules and regulations thereunder (including Rule 17f-5, if applicable). It is further understood that where the Approved Foreign Custody Manager and the Custodian do Person does not agree to provide fully to the Fund the services under this Agreement and the Delegation Agreement to the Fund with respect to a particular country or specific Foreign Subcustodian, the Fund may delegate such services to another delegate pursuant to Rule 17f-5.