Common use of New Countries Clause in Contracts

New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.

Appears in 11 contracts

Samples: Custodian Agreement (Vanguard Malvern Funds), Custodian Agreement (Vanguard Morgan Growth Fund), Custodian Agreement (Vanguard Montgomery Funds)

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New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 2/21/2018 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.

Appears in 6 contracts

Samples: Custodian Agreement (Vanguard Specialized Funds), Custodian Agreement (Vanguard World Fund), Custodian Agreement (Vanguard Variable Insurance Funds)

New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, event the Custodian is unable to establish such arrangements prior to the time such Investment the investment is to be acquired, the Custodian is authorized to designate at its discretion designate, upon notice to the Fund, a local safekeeping agent, and the . The use of such the local safekeeping agent shall be at the sole risk of the Fund, and accordingly the . The Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 caused the Fund by such agentagent provided the Custodian shall take all reasonable steps to enforce its rights against such agent and the Custodian shall be liable for any losses or damages or expenses caused by or resulting from the Custodian’s willful malfeasance, bad faith or negligence. Notwithstanding the above, the Custodian shall be liable to the extent that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) that the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (cb) a transaction or other matter matters between the Custodian and the local safekeeping agent unrelated to the Funds Fund was the cause of the loss or damage. Under (a), (b) or (cb) the Custodian shall be liable.

Appears in 2 contracts

Samples: Custodian Agreement (PowerShares India Exchange-Traded Fund Trust), Custodian Agreement (PowerShares India Exchange-Traded Fund Trust)

New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 4/26/2017 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Variable Insurance Funds)

New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 4/25/2017 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Valley Forge Funds)

New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s 's negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.. 21 <PAGE>

Appears in 1 contract

Samples: Custodian Agreement

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New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Index Funds)

New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 2/13/2017 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Explorer Fund)

New Countries. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian is authorized to designate at its discretion a local safekeeping agent, and the use of such local safekeeping agent shall be at the sole risk of the Fund, and accordingly the Custodian shall be responsible to the Fund for the actions of such agent if and only to the extent the Custodian shall have recovered from such agent for any damages 38362-4 11/22/2016 5/24/2017 caused the Fund by such agent. Notwithstanding the above, the Custodian shall be liable to the extent that (a) such local safekeeping agent is a parent, subsidiary or otherwise affiliated with the Custodian or (b) the Custodian’s negligence, bad faith or willful misconduct is the direct cause of the local safekeeping agent failing to make the repayment or (c) a transaction or other matter between the Custodian and the local safekeeping agent unrelated to the Funds was the cause of the loss or damage. Under (a), (b) or (c) the Custodian shall be liable.

Appears in 1 contract

Samples: Custodian Agreement (Vanguard Specialized Funds)

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