Common use of Powers and Duties Clause in Contracts

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund Fund, which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions provision of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of SubcustodiansSubcustodians Outside the United States: The Fund hereby authorizes and instructs the Custodian to hold securitiesSecurities, funds and other property of the Fund which are maintained outside the United States at may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or an "eligible foreign custodian" under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, and the Custodian may also utilize directly and any Subcustodian may utilize such securities depositories located outside the United States (as shall be approved in writing by Fund) and as meet the requirements of an "eligible foreign custodian" as aforesaid, provided that the Fund shall approve have approved in writing (1) the appointment of each Subcustodian any such bank or trust company and the subcustodian agreement to be entered into between such Subcustodian bank or trust company and the Custodian, and (2) if the Subcustodian is a bank organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes , and instructs (3) the securities depositories, if any, through which the Subcustodian or the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund is authorized to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian bank or trust company that has been appointed as such a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, (including by a securities depository or a clearing agency) including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2L, 2M or 2N, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1l) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions Provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of SubcustodiansSubcustodians Outside the United States: The Fund hereby authorizes and instructs the Custodian to hold securitiesSecurities, funds and other property of the Fund which are maintained outside the United States at may be held by subcustodians appointed pursuant to the provisions of this Section 3 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or an "eligible foreign custodian" under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, and the Custodian may also utilize directly and any Subcustodian may utilize such securities depositories located outside the United States (as shall be approved in writing by Fund) and as meet the requirements of an "eligible foreign custodian" as aforesaid, provided that the Fund shall approve have approved in writing (1) the appointment of each Subcustodian any such bank or trust company and the subcustodian agreement to be entered into between such Subcustodian bank or trust company and the Custodian, and (2) if the Subcustodian is a bank organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes , and instructs (3) the securities depositories, if any, through which the Subcustodian or the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund is authorized to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian bank or trust company that has been appointed as such a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, (including by a securities depository or a clearing agency) including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2L, 2M or 2N, the Custodian shall be liable to the Fund for any losses caused the Fund by any act or omission of any Subcustodian which constitutes a failure of the Subcustodian to exercise reasonable care in the performance of its obligations under the applicable subcustodian agreement. The Custodian hereby represents to the Fund that each subcustodian agreement in effect while this Custodian Agreement is in effect does and will require the Subcustodian to exercise reasonable care in the performance of its obligations. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian appointed pursuant to the provisions of Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from intends to make any payment to a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give the Fund written notice of such intention no less than thirty (30) days prior to the date such payment is to be made. The Fund of such claim. No more than thirty days after written notice shall be obligated promptly to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment, unless the Fund shall object in writing within twenty-one (21) days of receipt of the Custodian's notice to such payment except to the Subcustodian or to reimbursement of the Custodian (i) because the Fund disputes the right of the Subcustodian to be so indemnified or (ii) because the Fund believes that the Custodian is responsible by reason of the Custodian's negligence or misconduct for the event or occurrence giving rise to the Subcustodian's demand for indemnification. In the event the Fund shall give the aforesaid written notice of objection and the reasons therefor, the Custodian may nevertheless make such payment to the Subcustodian without prejudice to the Custodian's right to bring an action against and recover from the Fund for such reimbursement; or in the alternative, the Custodian may refuse to pay the indemnification demanded by the Subcustodian and the Fund shall in such event indemnify and hold the Custodian harmless in respect of any negligence recovery the Subcustodian may obtain against the Custodian, together with the Custodian's costs and expenses, including reasonable attorneys' fees and out-of-pocket expenses, of defending against any judicial or misconduct other proceeding pursuant to which such recovery was obtained. The Custodian shall furnish annually to the Fund information concerning foreign subcustodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Fund in connection with the initial approval of the Custodianforeign subcustodians by the Fund's Board of Directors. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a foreign subcustodian or is notified by a foreign banking institution employed as a foreign subcustodian that there appears to be a substantial likelihood that its shareholders' equity has declined or will decline below the minimum shareholder's equity required by Rule 17f-5.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.this

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians which must be (A) at the time of appointment (1) a bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under section 17(f) of the 1940 Act and the rules and regulations thereunder or exempted therefrom by order of the Securities and Exchange Commission, or (2) 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 and the rules and regulations thereunder to act on behalf of the Fund as a subcustodian for purposes of holding cash, securities and other assets of the Fund and performing other functions of the Custodian in countries other than the United States of America; and (B) appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other uther than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the FundFund (a "Foreign Depository"). Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories Foreign Depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories Foreign Depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under under such circumstances the Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly indirectly, (including by a securities depository Foreign Depository or a foreign clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories Foreign Depositories and foreign clearing agencies, or local custom and practice generally accepted trade practice by Institutional Clients in the applicable local market. In the event that any Subcustodian appointed pursuant country or countries in which payment or delivery occurs, but in all events subject to the provisions standard of this care set forth in Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian6.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securitiessecurities cash, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, agreement the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of --------------------------------------------------------------------- Subcustodians: The Fund hereby authorizes Custodian may, at any time and instructs from time to time, appoint any ------------- bank, trust company or other entity meeting the Custodian requirements of a custodian or an "eligible foreign custodian" under the Investment Company Act and the rules and regulations thereunder or by order of the SEC exempted therefrom to act as Subcustodian for the Fund, to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians States. Any such bank, trust company or other entity appointed pursuant to the provisions of this Section 3 (as herein defined to as a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories and clearing agencies located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories and clearing agencies through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories and clearing agencies are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances the Custodian will collect income and respond to corporate actions on a best efforts basis. Upon request of the Fund, the Custodian shall 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 and the securities depositories and clearing agents through which each such 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 Rule 17(f)-5 under the Investment Company Act. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, (including by a securities depository or a clearing agency) including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2L, 2M or 2N, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securitiesSecurities, funds and other property of the Fund which are maintained outside the United States at may be held by subcustodians and secondary subcustodians appointed pursuant to the provisions of this Section 3 3. The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or an "eligible foreign custodian" under the Investment Company Act of 1940 as amended (The "1940 Act") and the rules and regulations thereunder) to act as a subcustodian for the Fund, and any such Subcustodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or an "eligible foreign custodian" under the 1940 Act and the rules and regulations thereunder) to act as a secondary subcustodian for the Fund (any such subcustodian or secondary subcustodian being herein referred to as a "Subcustodian"). The ; and the Custodian may also utilize directly and any Subcustodian may utilize such securities depositories located outside the United States (as shall be approved in writing by Fund) and as meet the requirements of an "eligible foreign custodian" as aforesaid; provided that the Fund shall approve have approved in writing (1) the appointment of each Subcustodian any such bank or trust company (including any secondary Subcustodian) and the subcustodian agreement to be entered into between such bank or trust company and the Custodian or, in the case of a secondary Subcustodian, the subcustodian agreement to be entered into between the Subcustodian and the Custodiansecondary Subcustodian, and (2) if the Subcustodian is a bank organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes , and instructs (3) the securities depositories, if any, through which the Subcustodian or the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund is authorized to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. The Fund hereby directs the Custodian and each approved Subcustodian, until instructed to the contrary by proper instructions, to deposit in non-U.S. securities depositories that have been approved by the Fund all securities of the Fund that are eligible for deposit therein and to utilize such securities depositories to the extent possible in connection with settlements of purchases and sales of securities and other deliveries and returns of securities. Where securities are deposited by the Custodian or an approved Subcustodian in a securities depository, the Custodian or Subcustodian, as the case may be, shall identify as belonging to such Custodian or Subcustodian as agent for the Fund a quantity of securities in a fungible bulk of securities shown in such Custodian's or Subcustodian's account on the books of such securities depository. Securities and moneys deposited in a securities depository will be represented in accounts which include only assets held by the Custodian or Subcustodians for customers, including but not limited to, accounts in which the Custodian or Subcustodians act in a fiduciary or agency capacity. The Custodian and each Subcustodian shall hold securities of the Fund which are not held in a securities depository physically segregated at all times from those of the Custodian or such Subcustodian. With respect to securities and funds held by the Custodian or a Subcustodian, either directly directly, or indirectly (including by a securities depository or clearing agency)agency approved by the Fund, notwithstanding any provision of this Agreement to the contrary, the Custodian or such Subcustodian may act in accordance with the prevailing customs and practices and the governmental regulations of, or the rules of securities depositories and clearing agencies located in, jurisdictions where custodial or subcustodial services are provided hereunder in connection with securities and custody transactions, including, but not limited to, settlements of securities transactions (such as with respect to the form in which securities or payment may be received and whether payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively). The Custodian agrees periodically to advise the Fund of the nature of such customs, practices, regulations and securities rules and periodically to update such information, including by means of the Custodian's Country Practices Settlement Manual or payment other communication sent to clients from time to time and to notify the Fund as promptly as practicable of any change in such customs, practices, rules or regulations, provided, that if prior notice is not practicable, the Custodian and any Subcustodian may be received in a form, act in accordance with governmental regulationssuch customs, practices, rules and regulations prior to advising the Fund of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local marketsuch change. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligationsobligations and shall notify the Fund as promptly as practicable of any failure of a Subcustodian to perform its obligations in any material respect. In the event that the Custodian is unable promptly to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian appointed pursuant to the provisions of this Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time may (a) in its discretion upon notification to the Funddiscretion, terminate remove any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request not holding assets of the Fund, directly or indirectly, and (b) remove any Subcustodian holding assets of the Fund if the Custodian determines in good faith that prompt removal of such Subcustodian is required to protect the assets of the Fund, provided that in either case the Custodian will so notify the Fund as promptly as practicable following the Custodian's decision to so terminate a Subcustodian. The Custodian may otherwise, in its discretion, remove any Subcustodian in accordance with if the termination provisions under Custodian advises the applicable Fund of its desire to remove such Subcustodian Agreement. If necessary or desirableand, upon the Fund's request, the Custodian may appoint another subcustodian to replace appoints a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian approved by the Fund's Board , such removal not to take effect, if the Fund has requested a successor, until the appointment and approval of Directors or Trustees in accordance with the provisions of this Section 3such successor. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such paymentpayment to a Subcustodian in respect of a valid claim for indemnification arising out of such Subcustodian's acting as a custodian of the Fund's assets pursuant to a Subcustodian agreement approved by the Fund, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian. The Custodian represents and warrants that each Subcustodian is as of the date hereof either a bank as defined in Section 2(a)(5) of the 1940 Act or an "Eligible Foreign Sub-Custodian" as defined in Rule 17f-5 under the 1940 Act or as granted by an exemption pursuant to Section 6(c) under the 1940 Act. The Custodian agrees to furnish to the Fund such information which the Custodian shall be able to obtain with reasonably diligent efforts with respect to each Subcustodian and which the Custodian believes is reasonably required to enable the Fund and its directors to fulfill their obligations as set forth in Rule 17f-5 under the 1940 Act or, in the event the Custodian is unable to obtain such information with reasonably diligent efforts, the Custodian shall promptly go notify the Fund. The Custodian shall monitor the foreign custodial arrangements involving each Subcustodian to determine compliance with the requirements of Rule 17f-5 under the 1940 Act and agrees as promptly as practicable to inform the Fund of any failure of such arrangements to comply with rule 17f-5 under the 1940 Act and any failure of such arrangements to comply with rule 17f-5 under the 1940 Act and of any material changes of which the Custodian shall become aware adversely affecting the ability of the Subcustodian to so comply.

Powers and Duties. of the Custodian with Respect to the Appointment of SubcustodiansSubcustodians Outside the United States: The Fund hereby authorizes and instructs the Custodian to hold securitiesSecurities, funds and other property of the Fund which are maintained outside the United States at may be held by subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Custodian may, at any time and from time to time, appoint any bank or trust company (meeting the requirements of a custodian or an "eligible foreign custodian" under the Investment Company Act of 1940 and the rules and regulations thereunder) to act as a Subcustodian for the Fund, and the Custodian may also utilize directly and any Subcustodian may utilize such securities depositories located outside the United States (as shall be approved in writing by Fund) and as meet the requirements of an "eligible foreign custodian" as aforesaid, provided that the Fund shall approve have approved in writing (1) the appointment of each Subcustodian any such bank or trust company and the subcustodian agreement to be entered into between such Subcustodian bank or trust company and the Custodian, and (2) if the Subcustodian is a bank organized under the laws of a country county other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes , and instructs (3) the securities depositories, if any, through which the Subcustodian or the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund is authorized to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian bank or trust Company that has been appointed as such a Subcustodian but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. With respect to the securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or a clearing agency) including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2L, 2M or 2N, the Custodian shall be liable to the Fund for any losses caused the Fund by any act or omission of any Subcustodian which constitutes a failure of the Subcustodian to exercise reasonable care in the performance of its obligations under the applicable subcustodian agreement. The Custodian hereby represents to the Fund that each subcustodian agreement in effect while this Custodian Agreement is in effect does and will require the Subcustodian to exercise reasonable care in the performance of its obligations. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. At the written request of the Fund, the Custodian will terminate any subcustodian appointed pursuant to the provisions of Section 3 in accordance with the termination provisions under the applicable subcustodian agreement. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from intends to make any payment to a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give the Fund written notice of such intention no less than thirty (30) days prior to the date such payment is to be made. The Fund of such claim. No more than thirty days after written notice shall be obligated promptly to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment, unless the Fund shall object in writing within twenty-one (21) days of receipt of the Custodian's notice to such payment except to the Subcustodian or to reimbursement of the Custodian (i) because the Fund disputes the right of the Subcustodian to be so indemnified or (ii) because the Fund believes that the Custodian is responsible by reason of the Custodian's negligence or misconduct for the event or occurrence giving rise to the Subcustodian's demand for indemnification. In the event the Fund shall give the aforesaid written notice of objection and the reasons therefor, the Custodian may nevertheless make such payment to the Subcustodian without prejudice to the Custodian's right to bring an action against and recover from the Fund for such reimbursement; or in the alternative, the Custodian may refuse to pay the indemnification demanded by the Subcustodian and the Fund shall in such event indemnify and hold the Custodian harmless in respect of any negligence recovery the Subcustodian may obtain against the Custodian, together with the Custodian's costs and expenses including reasonable attorneys' fees and out-of-pocket expenses, of defending against any judicial or misconduct other proceeding pursuant to which such recovery was obtained. The Custodian shall furnish annually to the Fund information concerning foreign subcustodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Fund in connection with the initial approval of the Custodianforeign subcustodians by the Fund's Board of Directors. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial conditions of a foreign subcustodian or is notified by a foreign banking institution employed as a foreign subcustodian that there appears to be a substantial likelihood that its shareholders' equity has declined or will decline below the minimum shareholders' equity required by Rule 17f-5.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories Foreign Depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories Foreign Depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository Foreign Depository or foreign clearing agency)) or by a Foreign Depository or foreign clearing agency utilized by the Custodian, notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories Foreign Depositories and foreign clearing agencies, or generally accepted trade practice in the applicable local market. With respect to the securities and funds held by a Subcustodian, either directly or indirectly, (including by a securities depository or a clearing agency) including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2.12, 2.13, 2.14 or 2.15, the Custodian shall be liable to the Fund for any loss or damage to the Fund caused by or resulting from the acts and omissions of any Subcustodian to the extent that under the terms set forth in the subcustodian agreement between the Custodian and the Subcustodian (or in the subcustodian agreement between a Subcustodian and any secondary Subcustodian), the Subcustodian In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian Subcustodian with Respect to the Appointment of Secondary Subcustodians: The With regard to the selection of a Secondary Subcustodian or Foreign Depository pursuant to this Section 3, the Subcustodian may, at any time and from time to time; appoint, subject to approval of the relevant Fund hereby authorizes or Funds: (i) any bank, trust company or other entity meeting the requirements of an "eligible foreign custodian" under Section 17(f) of the Investment Company Act of 1940 and instructs the Custodian to rules and regulations thereunder or by order of the Securities and Exchange Commission exempted therefrom, or (ii) any bank as defined in Section 2(a)(5) of the Investment Company Act of 1940 Those Secondary Subcustodians, and the countries where and the Foreign Depositories through which they or the Subcustodian may hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of If a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian Subcustodian may appoint. In any event, the Custodian subcustodian shall be liable to the Custodian and the Fund for the actions of such agent if and only to the extent the Custodian Subcustodian shall have recovered from such agent for any damages caused the Custodian and/or the Fund by such agent. At the request of the Custodian or a Fund, Custodian the Subcustodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Secondary Subcustodian. Under such circumstances Custodian the Subcustodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Secondary Subcustodian, either directly or indirectly (including by a securities depository Foreign Depository or foreign clearing agency)) or by a Foreign Depository or foreign clearing agency utilized by the Subcustodian, notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories Foreign Depositories and foreign clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Secondary Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian Subcustodian shall use its best efforts to cause such Secondary Subcustodian to perform such obligations. In the event that the Custodian Subcustodian is unable to cause such Secondary Subcustodian to perform fully its obligations thereunder, the Custodian Subcustodian shall forthwith upon the Custodian or a Fund's request terminate such Secondary Subcustodian as a Secondary Subcustodian for such Fund in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Custodian or a Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the CustodianSubcustodian's rights against any such Secondary Subcustodian for loss loss, damage or damage expense caused the Custodian or the Fund by such Secondary Subcustodian. The Custodian Subcustodian agrees to cooperate with the Fund and or the Custodian, as the case may be, and take all actions reasonably requested by the Fund or the Custodian, at the Fund's expense, in connection with the enforcement of any rights of the Subcustodian by the Fund or the Custodian. The Subcustodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder in respect of a Fund except upon the prior written approval of the Custodian and the Fund. The Custodian Subcustodian may, at any time in its discretion upon notification to the Custodian and a Fund, terminate any Secondary Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreementsecondary subcustodian agreement, and at the written request of the Custodian or a Fund, the Custodian Subcustodian will terminate any Secondary Subcustodian in respect of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreementsecondary subcustodian agreement. If necessary or desirable, the Custodian Subcustodian may appoint another subcustodian in respect of a Fund to replace a Secondary Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Custodian and the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian Subcustodian receives a claim from a Secondary Subcustodian under the indemnification provisions of any subcustodian agreementagreement in respect of a Fund, the Custodian Subcustodian shall promptly give written notice to the Custodian and the Fund of such claim. No more than thirty days after written notice to the Custodian and the Fund of the CustodianSubcustodian's intention to make such payment, the Custodian or the Fund will reimburse the Custodian Subcustodian the amount of such payment except in respect of any negligence or misconduct of the CustodianSubcustodian.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund Funds hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the FundFund (a "Foreign Depository"). Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories Foreign Depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories Foreign Depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.in

Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the Custodian other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein. Administrative Agent hereby agrees that it shall (i) furnish to GSCP, in its capacity as Sole Lead Arranger, upon GSCP’s request, a copy of the Register, (ii) cooperate with Respect GSCP in granting access to any Lenders (or potential lenders) who GSCP identifies to the Appointment of Subcustodians: The Fund hereby authorizes and instructs “intralinks” site or other relevant information platform (such platform, the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"“Information Site”). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2iii) if maintain GSCP’s access to the Subcustodian is organized under Information Site. Each Lender irrevocably authorizes the laws of a country other than Collateral Agent to execute and deliver the United StatesIntercreditor Agreement and the Cash Management Intercreditor Agreement and to take such action, and to exercise the powers, rights and remedies granted to the Collateral Agent thereunder and with respect thereto. In addition, each Lender hereby: (i) agrees to be bound by, and consents to, the country or countries in which the Subcustodian is authorized to hold securities, cash terms and other property provisions of the Fund. The Fund hereby further Intercreditor Agreement and (ii) authorizes and instructs directs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securitiesCollateral Agent, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove to execute any Subcustodian that has been appointed Intercreditor Agreement Joinders (as such but will promptly notify defined in the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held Intercreditor Agreement) on behalf of the Fund each Lender in order to evidence that each Lender is bound by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions provisions of the applicable subcustodian agreementIntercreditor Agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with including the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, relating to the extent permitted by ranking of Priority Liens (as defined in the subcustodian agreement Intercreditor Agreement) and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval order of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian application of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim proceeds from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund enforcement of such claim. No more than thirty days after written notice to Priority Liens (as defined in the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the CustodianIntercreditor Agreement).

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve approveo in writing (1l) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed listed, on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securitiessecurities cash, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.any

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1l) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.this

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1l) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the FundFund (a "Foreign Depository") . Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories Foreign Depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories Foreign Depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. Notwithstanding the provisions of the foregoing two paragraphs, approval by the Fund of a change in a Subcustodian shall be assumed if the Custodian shall advise the Fund in writing of a change in a Subcustodian (the "original Subcustodian") in a particular country where (i) the new Subcustodian has the same ultimate parent as the original Subcustodian or is a subsidiary or parent of the original Subcustodian, or (ii) the original Subcustodian shall cease to provide custodial services and the Custodian is accordingly required to select a successor Subcustodian, unless within fifteen days of notification by the Custodian of the identity of the new Subcustodian and submission to the Fund of the subcustodian agreement between the Custodian and the new Subcustodian, the Fund shall in writing advise the Custodian that the Fund does not approve the appointment of such new Subcustodian. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances the Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository Foreign Depository or foreign clearing agency)) or by a Foreign Depository or foreign clearing agency utilized by the Custodian, notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with (A) governmental regulations, (B) rules of securities depositories and Foreign Depositories or foreign clearing agencies, or (C) generally accepted trade practice in the applicable local market, (D) the terms of the instrument representing the security, or (E) proper instructions. With respect to the securities and funds held by a Subcustodian, either directly or indirectly (including by a Foreign Depository or a foreign clearing agency), including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to in Sections 2.12, 2.13, 2.14 and 2.15, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. The Custodian shall nevertheless be liable to the Fund for its own negligence in transmitting to any such Subcustodian any instructions received by it from the Fund and for its own negligence in connection with the delivery of any securities or funds held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. of the Custodian with Respect to the Appointment of Subcustodians: The Fund hereby authorizes and instructs the Custodian to hold securities, funds and other property of the Fund which are maintained outside the United States at subcustodians appointed pursuant to the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing in (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian, and (2) if the Subcustodian is organized under the laws of a country other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securities, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery of securities sold may be made prior to receipt of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agencies, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations under the terms and conditions of the applicable subcustodian agreement, the Custodian shall use its best efforts to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have the right to enforce, to the extent permitted by the subcustodian agreement and applicable law, the Custodian's rights against any such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions under the applicable Subcustodian Agreement, and at the written request of the Fund, the Custodian will terminate any Subcustodian in accordance with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant to the foregoing provisions of this Section 3, such appointment to be made upon approval of the successor subcustodian by the Fund's Board of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodian.

Powers and Duties. The Trustees of the Custodian Trust Fund created hereunder shall be vested with Respect the power to: (1) Establish and maintain an office if and when required, and lease or purchase such materials, supplies and equipment as in their discretion shall be necessary for the performance of their duties; (2) Receive and collect all contributions made to the Appointment Trust Fund; (3) Formulate and adopt such uniform rules and regulations necessary to perform their duties pursuant to and consistent with the provisions of Subcustodians: The Fund hereby authorizes this Amended Trust Agreement; (4) Maintain records and instructs the Custodian to hold securitieskeep accounts of all receipts and disbursements; (5) Employ or otherwise retain such clerical staff, funds actuaries, investment counsel, attorneys, accountants and other property assistants or employees as may be necessary for the efficient performance of their duties; (6) Designate depositories for the Fund and arrange for details of disbursing the Fund. Withdrawals or disbursements from the Fund shall be made only upon the signature of a prescribed number of Trustees or bonded employees authorized by resolution of the Trustees to sign checks; (7) Select officers to the extent set forth in the amended bylaws; (8) Cause their books of account, records, deposits, canceled checks or other records to be reviewed once each year, and audited once every three years, by any certified public accountant to the extent provided in Section 9.3 below; (9) Obtain from a surety company a corporate surety bond covering all Trustees in such sum as they may determine, but in no event less than ten percent (10%) of the funds collected annually, or as may otherwise be required by law. Any person performing work for the Trustees who may be engaged in handling monies of the Fund shall also be bonded by a duly authorized surety company in the same manner. The cost of the premiums on such bonds shall be paid out of the Fund; (10) Vote in person or by proxy and to exercise by power of attorney any other rights of whatever nature pertaining to securities or any other property at any time held by them hereunder; (11) Keep property and securities registered in the names of the Trustees or in the name of a nominee or nominees or in bearer forms; (12) Hold part or all of the funds of the Fund uninvested; (13) File, compile, distribute, or make available any documents required by ERISA, the Code, or any other statute or regulation; (14) Adopt amended bylaws and promulgate any and all necessary or desirable rules and regulations to facilitate the proper administration of the Trust Fund, provided the same are not inconsistent with the terms of this Amended Trust Agreement. Provided, however, that the Board shall have the authority to adopt an initial set of amended bylaws for the Trust Fund. All amended bylaws, rules and regulations adopted by action of the Trustees shall be binding upon all parties hereto, except that such amended bylaws, rules and regulations shall be subject to review by the Board, which may, by majority vote, amend or repeal such amended bylaws, rules and regulations; (15) Invest and reinvest the Trust Fund in (i) every kind of property, real, personal or mixed, including, but not by way of limitation, the securities of domestic and foreign corporations and investment trusts, common and preferred stocks, bonds, notes, mortgages and mortgage participations, interest in one or more common or collective trust funds or pooled investment funds maintained by Trustees, or any other entities, or one or more mutual funds, oil, gas and mineral interests; or (ii) in property, the income of which is or would be annuities, dividends, interest, rents or royalties; or (iii) deposits which bear a reasonable interest rate in any bank or savings institution, including but not limited to any bank or savings institution which is a Trustee or fiduciary of this Trust. The Trustees may make and hold investments or any part of the Trust Fund in common or undivided interests with others; (16) Sell, exchange, partition, convey, mortgage or otherwise dispose of any property which may be a part of the Trust Fund, at public or private sale for cash or other consideration or on credit, and upon such terms and conditions as shall be considered advisable, and to loan, pledge or otherwise encumber any part of the Trust Fund and to borrow money from any source upon such terms, regardless of the duration of the Trust, and to give such security therefor, as the Trustees may deem advisable; (17) Purchase and improve real property, and to lease real estate or personal property, on such terms as may be deemed proper, including the power to make leases that may extend beyond the term of the Trust; but real property leased to or purchased from an employer or the Board or an affiliate must be "qualifying employer real property" as defined in ERISA and then not to exceed 10% of the assets of the Trust; (18) Hold stock in the name of a nominee; to vote in person or by proxy any stock or other securities having voting rights; to exercise any conversion privileges, subscription rights, or other options, and to participate in any merger, reorganization, consolidation, or other change affecting any corporate security in the Trust Fund, and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Trust; (19) Appoint an investment manager or managers (as that term is defined in ERISA) to manage all or any part of the assets of the Trust Fund, with all of the powers granted Trustees under this Article with respect to those assets, and in such event the Trustees shall not be liable for the acts or omissions of the investment manager or be under any obligation to invest or otherwise manage any assets which are maintained outside subject to the United States at subcustodians appointed pursuant management of the investment manager, provided that the Trustees acted in good faith in the appointment of such investment manager; (20) Inspect the facilities of any employer who employs one or more apprentices or trainees trained using the Trust Fund for the purpose of insuring that the employer's on-site training programs comply with all applicable standards; (21) Develop and approve an annual operating budget to carry out the purpose of the Trust Fund; (22) Determine and approve all fees, tuition, training costs, debits and credits with respect to all programs; (23) Audit the books and records of a contributing employer if necessary to determine whether the employer has properly contributed amounts to the Trust Fund. Notwithstanding any of the provisions of this Section 3 (a "Subcustodian"). The Fund shall approve in writing (1) the appointment of each Subcustodian and the subcustodian agreement to be entered into between such Subcustodian and the Custodian8.1, and (2) if the Subcustodian is organized under the laws of a country or any other than the United States, the country or countries in which the Subcustodian is authorized to hold securities, cash and other property provision of the Fund. The Fund hereby further authorizes and instructs the Custodian and any Subcustodian to utilize such securities depositories located outside the United States which are approved in writing by the Fund to hold securitiesTrust, cash and other property of the Fund. Upon such approval by the Fund, the Custodian is authorized on behalf of the Fund to notify each Subcustodian of its appointment as such. The Custodian may, at any time in its discretion, remove any Subcustodian that has been appointed as such but will promptly notify the Fund of any such action. Those Subcustodians, and the countries where and the securities depositories through which they or the Custodian may hold securities, cash and other property of the Fund which the Fund has approved to date are set forth on Appendix A hereto. Such Appendix shall be amended from time to time as Subcustodians, and/or countries and/or securities depositories are changed, added or deleted. The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed investment which is to be held in a country not listed on Appendix A, in order that there shall be sufficient time for the Fund to give the approval required by the preceding paragraph and for the Custodian to put the appropriate arrangements in place with such Subcustodian, including negotiation of a subcustodian agreement and submission of such subcustodian agreement to the Fund for approval. If the Fund shall have invested in a security to be held in a country before the foregoing procedures have been completed, such security shall be held by such agent as the Custodian may appoint. In any event, the Custodian shall be liable 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 caused the Fund by such agent. At the request of the Fund, Custodian agrees to remove any securities held on behalf of the Fund by such agent, if practical, to an approved Subcustodian. Under such circumstances Custodian will collect income and respond to corporate actions on a best efforts basis. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a securities depository or clearing agency), notwithstanding any provision of this Agreement to the contrary, payment for securities purchased and delivery the Trustees shall not engage in any transaction if they know or should know that such transaction constitutes a direct or indirect transaction prohibited by Section 406 of securities sold may be made prior ERISA or is subject to receipt tax under Section 4975 of the securities or payment, respectively, and securities or payment may be received in a form, in accordance with governmental regulations, rules of securities depositories and clearing agenciesCode, or generally accepted trade practice in the applicable local market. In the event that any Subcustodian appointed pursuant to the provisions of this Section 3 fails to perform any of its obligations other similar laws, unless a specific exemption is available under the terms and conditions of laws or is obtained from the applicable subcustodian agreement, the Custodian shall use its best efforts person to cause such Subcustodian to perform such obligations. In the event that the Custodian is unable to cause such Subcustodian to perform fully its obligations thereunder, the Custodian shall forthwith upon the Fund's request terminate such Subcustodian in accordance with the termination provisions under the applicable subcustodian agreement and, if necessary or desirable, appoint another subcustodian in accordance with the provisions of this Section 3. At the election of the Fund, it shall have whom the right to enforce, to grant an exemption is given under the extent permitted laws. As required by the subcustodian agreement and applicable lawERISA, the Custodian's rights against any Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable expenses of administering the Trust, and shall perform such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian will not amend any subcustodian agreement or agree to change or permit any changes thereunder except upon the prior written approval of the Fund. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance acts with the termination provisions care, skill, prudence and diligence under the applicable Subcustodian Agreement, circumstances then prevailing that a prudent man acting in a like capacity and at familiar with such matters would use in the written request conduct of the Fund, the Custodian will terminate any Subcustodian in accordance an enterprise of a like character and with the termination provisions under the applicable Subcustodian Agreement. If necessary or desirable, the Custodian may appoint another subcustodian to replace a Subcustodian terminated pursuant like aims; and subject to the foregoing provisions of this Section 3provisions, such appointment to be made upon approval the Trustees shall diversify the investments of the successor subcustodian by Trust Fund so as to minimize the Fund's Board risk of Directors or Trustees in accordance with the provisions of this Section 3. In the event the Custodian receives a claim from a Subcustodian under the indemnification provisions of any subcustodian agreement, the Custodian shall promptly give written notice to the Fund of such claim. No more than thirty days after written notice to the Fund of the Custodian's intention to make such payment, the Fund will reimburse the Custodian the amount of such payment except in respect of any negligence or misconduct of the Custodianlarge losses.