Common use of Proxies and Other Materials Clause in Contracts

Proxies and Other Materials. (a) Unless otherwise instructed by the Trust, Custodian shall promptly deliver to the Trust all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a Portfolio, Custodian shall promptly request instructions from the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Trust, Custodian shall promptly transmit to the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the Trust, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the Trust, Custodian shall promptly deliver to the Trust all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a Portfolio, Custodian shall promptly request instructions from the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Trust, Custodian shall promptly transmit to the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the Trust, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three Business Days prior to the date on which Custodian is to take such action.or

Proxies and Other Materials. (a) Unless otherwise instructed by the TrustFund, Custodian shall promptly deliver to the Trust Fund all notices of meetings, proxies and proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a PortfolioAccount. Whenever Custodian or any of its agents receives a proxy with respect Before delivering them to securities in the Custody Account of a PortfolioFund, Custodian shall promptly request instructions from the Trust on how cause all proxies relating to such securities which are not registered in the name of the Fund to be promptly executed by the registered holder of such securities, without indication of the manner in which such proxies are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the TrustFund, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the TrustFund, Custodian shall promptly transmit to the Trust Fund all other written information received by Custodian from issuers of securities held in the Custody Account of any PortfolioAccount. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust Fund all written information received by Custodian from the issuers of such the securities whose tender or exchange is sought and from any the party (or its agents) making any such the tender or exchange offer or participating in such other corporate transactionoffer. If the Trust, Fund desires to take action with respect to such any tender or offer, exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other similar transaction, the Trust Fund shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the Trust, Custodian shall promptly deliver to the Trust all notices of meetings, proxies and proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect Before delivering them to securities in the Custody Account of a PortfolioTrust, Custodian shall promptly request instructions from the Trust on how cause all proxies relating to such securities which are not registered in the name of a Portfolio to be promptly executed by the registered holder of such securities, without indication of the manner in which such proxies are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Trust, Custodian shall promptly transmit to the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust all written information received by Custodian from the issuers of such the securities whose tender or exchange is sought and from any the party (or its agents) making any such the tender or exchange offer or participating in such other corporate transactionoffer. If the Trust, Trust desires to take action with respect to such any tender or offer, exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other similar transaction, the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the TrustCompany, Custodian shall promptly deliver to the Trust Company all notices of meetings, proxy materials (other than proxies) and other announcements, announcements which it receives regarding securities held by it in the Custody Account of a the Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a the Portfolio, Custodian shall promptly request instructions from the Trust Company on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust Company timely informs Custodian that the Trust Company wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the TrustCompany. Unless otherwise instructed by the TrustCompany, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the TrustCompany, Custodian shall promptly transmit to the Trust Company all other written information received by Custodian from issuers of securities held in the Custody Account of any the Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust Company all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the TrustCompany, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust Company shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the TrustCompany, Custodian shall promptly deliver to the Trust Company all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a PortfolioAccount. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a PortfolioAccount, Custodian shall promptly request instructions from the Trust Company on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust Company timely informs Custodian that the Trust it wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the TrustCompany. Unless otherwise instructed by the TrustCompany, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the TrustCompany, Custodian shall promptly transmit to the Trust Company all other written information received by Custodian from issuers of securities held in the Custody Account of any PortfolioAccount. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust Company all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the TrustCompany, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust Company shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the Trust, Custodian shall promptly deliver to the Trust all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a Portfolio, Custodian shall promptly request instructions from the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Trust, Custodian shall promptly transmit to the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the Trust, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the Trust, Custodian shall promptly deliver to the Trust all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a Portfolio, Custodian shall promptly request instructions from the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Trust, Custodian shall promptly transmit to the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the Trust, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three Business Days prior to the date on which Custodian is to take such action.in

Proxies and Other Materials. (a) Unless otherwise instructed by the --------------------------- Trust, Custodian shall promptly deliver to the Trust all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a Portfolio. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a Portfolio, Custodian shall promptly request instructions from the Trust on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the Trust, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the Trust, Custodian shall promptly transmit to the Trust all other written information received by Custodian from issuers of securities held in the Custody Account of any Portfolio. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the Trust, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust shall notify Custodian (i) - in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in -- the case of all other securities, at least three five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the TrustFund, Custodian shall promptly deliver to the Trust Fund all notices of meetings, proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a PortfolioAccount. Whenever Custodian or any of its agents receives a proxy with respect to securities in the Custody Account of a PortfolioAccount, Custodian shall promptly request instructions from the Trust Fund on how such securities are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust Fund timely informs Custodian that the Trust Fund wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the TrustFund. Unless otherwise instructed by the TrustFund, neither Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the TrustFund, Custodian shall promptly transmit to the Trust Fund all other written information received by Custodian from issuers of securities held in the Custody Account of any PortfolioAccount. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Custodian shall promptly transmit to the Trust Fund all written information received by Custodian from the issuers of such securities or from any party (or its agents) making any such tender or exchange offer or participating in such other corporate transaction. If the TrustFund, with respect to such tender or exchange offer or other corporate transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust Fund shall notify Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Custodian is to take such action as will allow Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three five Business Days prior to the date on which Custodian is to take such action.

Proxies and Other Materials. (a) Unless otherwise instructed by the TrustCustodian, Sub-Custodian shall promptly deliver to the Trust Custodian all notices of meetings, proxies and proxy materials (other than proxies) and other announcements, which it receives regarding securities held by it in the Custody Account of a PortfolioAccount. Whenever Before delivery them to Custodian, Sub-Custodian or any of its agents receives a proxy with respect shall cause all proxies relating to such securities which are not registered in the Custody Account name of a PortfolioCustomer to be promptly executed by the registered holder of such securities, Custodian shall promptly request instructions from without indication of the Trust on how manner in which such securities proxies are to be voted, and shall give such proxy, or cause it to be given, in accordance with such instructions. If the Trust timely informs Custodian that the Trust wishes to vote any such securities in person, Custodian shall promptly seek to have a legal proxy covering such securities issued to the Trust. Unless otherwise instructed by the TrustCustodian, neither Sub-Custodian nor any of its agents shall exercise any voting rights with respect to securities held hereunder. (b) Unless otherwise instructed by the TrustCustodian, Sub-Custodian shall promptly transmit to the Trust Custodian all other written information received by Sub-Custodian from issuers of securities held in the Custody Account of any PortfolioAccount. With respect to tender or exchange offers for such securities or with respect to other corporate transactions involving such securities, Sub-Custodian shall promptly transmit to the Trust Custodian all written information received by Sub-Custodian from the issuers of such the securities whose tender or exchange is sought and from any the party (or its agents) making any such the tender or exchange offer or participating in such other corporate transactionoffer. If the Trust, Customer desires to take action with respect to such any tender or offer, exchange offer or other corporate similar transaction, desires to take any action that may be taken by it pursuant to the terms of such offer or other transaction, the Trust Custodian shall notify Sub-Custodian (i) in the case of securities maintained outside the United States, such number of Business Days prior to the date on which Sub-Custodian is to take such action as will allow Sub-Custodian to take such action in the relevant local market for such securities in a timely fashion, and (ii) in the case of all other securities, at least three five Business Days prior to the date on which Sub-Custodian is to take such action.