Common use of Liability for Subcustodians Clause in Contracts

Liability for Subcustodians. (a) Subject to Section 7.1(b), Bank shall be liable for direct losses incurred by Customer that result from: (i) the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful misconduct of such Subcustodian in the provision of custodial services by it; or (ii) the insolvency of any Affiliated Subcustodian, including any branches of Bank acting as an Affiliated Subcustodian. (b) Subject to Section 5.1(a) and Bank’s duty to use reasonable care, prudence and diligence in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch of Bank or an Affiliated Subcustodian, provided that Bank conducts reasonable due diligence in selecting the Subcustodian, monitors the financial position of the Subcustodian on an ongoing basis and takes prompt action to replace the Subcustodian in the event that the Bank receives information through its monitoring process that would lead a reasonable financial institution to arrive at a reasonable conclusion that the Subcustodian presents an unreasonable risk of insolvency. (c) Subject to compliance with Rule 17f-5 under the Investment Company Act of 1940, Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice whenever practicable. Upon request by Customer, Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

Liability for Subcustodians. (a) Subject to Section 7.1(b), Bank shall will be liable for direct losses incurred by Customer that result from: (i) the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful wilful misconduct of such Subcustodian in the provision of custodial services by it; or (ii) the insolvency of any Affiliated Subcustodian, including any branches of Bank acting as an Affiliated Subcustodian. (b) Subject to Section 5.1(a) and Bank’s 's duty to use reasonable care, prudence and diligence care in the monitoring of a Subcustodian’s 's financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch of Bank or an Affiliated Subcustodian, provided that Bank conducts reasonable due diligence in selecting the Subcustodian, monitors monitor the financial position of the Subcustodian on an ongoing basis and takes prompt action to replace the Subcustodian in the event that the Bank receives information through its monitoring process that would lead a reasonable financial institution to arrive at a reasonable conclusion that the Subcustodian presents an unreasonable risk of insolvency. (c) Subject to compliance with Rule 17f-5 under the Investment Company Act of 194017f-5, Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice whenever practicable. Upon request by Customer, Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

Liability for Subcustodians. (a) Subject to Section 7.1(bClause 8.1(b) and notwithstanding Clause 6.1(b), the Bank shall will be liable for direct losses incurred by Customer a Fund that result from: (i) the failure by a an Subcustodian to use reasonable care in the provision of custodial services by it in respect of the Securities in accordance with the standards prevailing under this Agreement and in the relevant market or from the fraud or negligence, willful misconduct default, fraud, dishonesty, lack of good faith, reckless disregard of such Subcustodian in the provision of custodial services by it; or (ii) the insolvency or bankruptcy of any Affiliated Subcustodian, including any branches branch or subsidiary of the Bank acting appointed as an Affiliated a Subcustodian. (ba) Subject to Section 5.1(aClause 6.1(a), the Bank will not be responsible for any losses (whether direct or indirect) and Bank’s duty to use incurred by a Fund or the Investment Manager that result from the insolvency of any Subcustodian which is not a branch of the Bank or an Affiliated Subcustodian, provided that the Bank can demonstrate that reasonable care, prudence and diligence care has been used in the monitoring of a Subcustodian’s 's financial condition as reflected in its published financial statements and other publicly available financial information concerning it it, customarily reviewed by the Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch of Bank or an Affiliated Subcustodian, provided that Bank conducts reasonable due diligence in selecting the Subcustodian, monitors the financial position of the Subcustodian on an ongoing basis and takes prompt action to replace the Subcustodian in the event that the Bank receives information through its monitoring process that would lead a reasonable financial institution to arrive at a reasonable conclusion that the Subcustodian presents an unreasonable risk of insolvency. (cb) Subject to compliance with Rule 17f-5 under the Investment Company Act of 1940, The Bank reserves the right to add, replace or remove Subcustodians. The Bank will give prompt written notice (which shall be prior notice where reasonably practicable) to the applicable Fund and the Investment Manager of any such action, which will be advance notice whenever practicable. Upon request by Customera Fund or the Investment Manager, the Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.

Liability for Subcustodians. (a) Subject to Section 7.1(b), Bank shall will be liable for direct losses incurred by Customer that result from: (i) the failure by a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in the relevant market or from the fraud or willful wilful misconduct of such Subcustodian in the provision of custodial services by it; or (ii) the insolvency of any Affiliated Subcustodian, including any branches of Bank acting as an Affiliated Subcustodian. (b) Subject to Section 5.1(a) and Bank’s duty to use reasonable care, prudence and diligence care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information concerning it customarily reviewed by Bank in its oversight process, Bank will not be responsible for the insolvency of any Subcustodian which is not a branch of Bank or an Affiliated Subcustodian, provided that Bank conducts reasonable due diligence in selecting the Subcustodian, monitors monitor the financial position of the Subcustodian on an ongoing basis and takes prompt action to replace the Subcustodian in the event that the Bank receives information through its monitoring process that would lead a reasonable financial institution to arrive at a reasonable conclusion that the Subcustodian presents an unreasonable risk of insolvency. (c) Subject to compliance with Rule 17f-5 under the Investment Company Act of 194017f-5, Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt notice of any such action, which will be advance notice whenever practicable. Upon request by Customer, Bank will identify the name, address and principal place of business of any Subcustodian and the name and address of the governmental agency or other regulatory authority that supervises or regulates such Subcustodian.