Common use of Liability for Subcustodians Clause in Contracts

Liability for Subcustodians. (a) Subject to Section 7.1(b), Bank will be liable for Liabilities incurred by, imposed on or asserted against Customer that result from 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 for Institutional Clients or from the fraud or willful misconduct or default of such Subcustodian in the provision of custodial services by it. The liability of Bank in respect of countries and Subcustodians designated by Bank, from time to time on Schedule 2 hereto shall be subject to the additional condition that Bank actually recovers such loss or damage from the Subcustodian. Bank shall at the request of Customer take reasonable steps to pursue its rights against any Subcustodian for the benefit of Customer; Customer shall reimburse the Bank upon request for reasonable attorneys fees and expenses incurred by the Bank in doing so. (b) Subject to Section 5.1(a) and without limiting the Bank’s responsibilities under Section 7.1(b), Bank will not be responsible for the insolvency of any Subcustodian or an Affiliated Subcustodian. (c) Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt written notice of any such action, which will be advance notice if practicable. 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. (d) Customer shall be responsible for informing Bank sufficiently in advance of a proposed investment which is to be held in a country in which Bank has no Subcustodian that is authorized to act so that Bank shall have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event Bank is unable to establish such arrangements prior to the time the investment is to be acquired, Bank may either refuse to settle the transaction or designate a local safekeeping agent with Customer’s consent. Use of the local safekeeping agent shall be at the sole risk of Customer, except to the extent that a Loss incurred by Customer is caused by, or results from, the negligence, willful misfeasance or willful misconduct of Bank; provided, however, that Bank shall take all reasonable steps to enforce such rights as it may have against such safekeeping agent to protect the interests of Customer. Subject to the foregoing exceptions, Bank shall be responsible to Customer for the actions of such agent if and only to the extent Bank shall have recovered from such agent for any damages caused Customer by such agent. (e) Nothing in this Section 5.2 will limit any liability of the Bank for its negligent bad faith or willful misconduct.

Liability for Subcustodians. (a) Subject to Section 7.1(b), Bank will be liable for Liabilities incurred by, imposed on or asserted against Customer that result from 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 for Institutional Clients or from the fraud or willful misconduct or default of such Subcustodian in the provision of custodial services by it. The liability of Bank in respect of countries and Subcustodians designated by Bank, from time to time on Schedule 2 hereto shall be subject to the additional condition that Bank actually recovers such loss or damage from the Subcustodian. Bank shall at the request of Customer take reasonable steps to pursue its rights against any Subcustodian for the benefit of Customer; Customer shall reimburse the Bank upon request for reasonable attorneys fees and expenses incurred by the Bank in doing so. (b) Subject to Section 5.1(a) and without Without limiting the Bank’s 's responsibilities under Section 7.1(b), Bank will not be responsible for the insolvency of any Subcustodian or an Affiliated Subcustodian. (c) Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt written notice of any such action, which will be advance notice if practicable. 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. (d) Customer shall be responsible for informing Bank sufficiently in advance of a proposed investment which is to be held in a country in which Bank has no Subcustodian that is authorized to act so in order that Bank shall shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event event, Bank is unable to establish such arrangements prior to the time the investment is to be acquired, Bank may either refuse is authorized to settle the transaction or designate at its discretion a local safekeeping agent with Customer’s consent. Use agent, and the use of the local safekeeping agent shall be at the sole risk of Customer, except to the extent that a Loss incurred by Customer is caused by, or results from, the negligence, willful misfeasance or willful misconduct of Bank; provided, however, that Bank shall take all reasonable steps to enforce such rights as it may have against such safekeeping agent to protect the interests of Customer. Subject to the foregoing exceptions, Bank shall be responsible to Customer for the actions of such agent if and only to the extent Bank shall have recovered from such agent for any damages caused Customer by such agent. (e) Nothing in this Section 5.2 will limit any liability of the Bank for its negligent bad faith or willful misconduct.

Liability for Subcustodians. (a) Subject to Section 7.1(b), Bank will shall be liable for Liabilities direct losses incurred by, imposed on or asserted against by Customer that result from 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 for Institutional Clients or from the fraud or willful misconduct or default of such Subcustodian in the provision of custodial services by it. The liability ; or (ii) the insolvency of any Affiliated Subcustodian, including any branches of Bank in respect acting as an Affiliated Subcustodian, to the extent permissible under Applicable Law. Bank shall provide to Customer such list of countries and Affiliated Subcustodians designated by Bank, from time to time on Schedule 2 hereto shall be subject to the additional condition that Bank actually recovers such loss or damage from the Subcustodian. Bank shall at the request of Customer take reasonable steps to pursue its rights against any Subcustodian for the benefit of Customer; Customer shall reimburse the Bank upon request for reasonable attorneys fees and expenses incurred by the Bank in doing sotime. (b) Subject to Section 5.1(a) and without limiting the Bank’s responsibilities under Section 7.1(b)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 written notice of any such action, which will be advance notice if 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. (d) Customer shall be responsible for informing Bank sufficiently in advance of a proposed investment which is to be held in a country in which Bank has no Subcustodian that is authorized to act so that Bank shall have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event Bank is unable to establish such arrangements prior to the time the investment is to be acquired, Bank may either refuse to settle the transaction or designate a local safekeeping agent with Customer’s consent. Use of the local safekeeping agent shall be at the sole risk of Customer, except to the extent that a Loss incurred by Customer is caused by, or results from, the negligence, willful misfeasance or willful misconduct of Bank; provided, however, that Bank shall take all reasonable steps to enforce such rights as it may have against such safekeeping agent to protect the interests of Customer. Subject to the foregoing exceptions, Bank shall be responsible to Customer for the actions of such agent if and only to the extent Bank shall have recovered from such agent for any damages caused Customer by such agent. (e) Nothing in this Section 5.2 will limit any liability of the Bank for its negligent bad faith or willful misconduct.

Liability for Subcustodians. (a) Subject to Section 7.1(b), Bank will be liable for Liabilities incurred by, imposed on or asserted against Customer that result from 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 for Institutional Clients or from the fraud or willful misconduct or default of such Subcustodian in the provision of custodial services by it. The liability of Bank in respect of countries and Subcustodians designated by Bank, from time to time on Schedule 2 hereto shall be subject to the additional condition that Bank actually recovers such loss or damage from the Subcustodian. Bank shall at the request of Customer take reasonable steps to pursue its rights against any Subcustodian for the benefit of Customer; Customer shall reimburse the Bank upon request for reasonable attorneys fees and expenses incurred by the Bank in doing so. (b) Subject to Section 5.1(a) and without limiting the Bank’s responsibilities under Section 7.1(b), Bank will not be responsible for the insolvency of any Subcustodian or an Affiliated Subcustodian. (c) Bank reserves the right to add, replace or remove Subcustodians. Bank will give prompt written notice of any such action, which will be advance notice if practicable. 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. (d) Customer shall be responsible for informing Bank sufficiently in advance of a proposed investment which is to be held in a country in which Bank has no Subcustodian that is authorized to act so that Bank shall have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event Bank is unable to establish such arrangements prior to the time the investment is to be acquired, Bank may either refuse to settle the transaction or designate a local safekeeping agent with Customer’s consent. Use of the local safekeeping agent shall be at the sole risk of Customer, except to the extent that a Loss incurred by Customer is caused by, or results from, the negligence, willful misfeasance or willful misconduct of Bank; provided, however, that Bank shall take all reasonable steps to enforce such rights as it may have against such safekeeping agent to protect the interests of Customer. Subject to the foregoing exceptions, Bank shall be responsible to Customer for the actions of such agent if and only to the extent Bank shall have recovered from such agent for any damages caused Customer by such agent. (e) Nothing in this Section 5.2 will limit any liability of the Bank for its negligent bad faith or willful misconduct.of