Common use of Proxies, Notices, Etc Clause in Contracts

Proxies, Notices, Etc. The Custodian shall deliver to each applicable Fund, in the most expeditious manner practicable, all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the applicable Fund's Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each Fund's investments in non-U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such Fund. Except as directed pursuant to Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions for any reason including, but not limited to, the failure of the applicable Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fund.

Proxies, Notices, Etc. The Custodian shall deliver to each applicable Fund, in the most expeditious manner practicable, all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the applicable Fund's ’s Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each Fund's ’s investments in non-U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such Fund. Except as directed pursuant to Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions for any reason including, but not limited to, the failure of the applicable Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fund.

Proxies, Notices, Etc. The Custodian shall use reasonable efforts to promptly deliver to each applicable Fund, in the most expeditious manner practicable, Fund or its designee all forms of proxies, all notices of meetings, and any all notices regarding class action law suits or other notices or announcements similar claims affecting or relating to securities securities, instruments and Bank Loans owned by one or more of the applicable Fund's Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodianthem, or any nominee of either of them should have become aware)from a securities information source customarily used by prudent professional global custodians, and, upon receipt of Proper Instructions, the Custodian shall use reasonable efforts to promptly execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each Fund's investments in non-U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such Fund. Except as directed pursuant to Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, instruments or Bank Loans, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the With respect to notices regarding class action lawsuits, Custodian is unable shall forward to vote upon any such securities each appropriate Fund in accordance with Proper Instructions agreed upon from time to time, all written information actually received by State Street Bank and Trust Company in its capacity as Custodian under this Agreement regarding any class action or other litigation in connection with the US Securities (as defined herein) or other assets issued in the United States and then held, or previously held during the term of this Agreement by the Custodian for any reason the account of such Fund, including, but not limited to, opt-out notices and proof of claims forms, to the failure extent State Street Bank and Trust Company has such information in its capacity as Custodian for such Fund under this Agreement. For purposes of this Section, "US Securities" shall mean portfolio assets of the Fund for which State Street Bank and Trust Company is serving as Custodian pursuant to this Agreement and which are securities or other assets issued in the United States of America that are held, or have been held during the term of this Agreement by State Street Bank and Trust Company in its capacity as Custodian for the account of the applicable Fund to deliver any necessary powers of attorney or other documentationFund, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fundwhich assets have not been merged into another fund not covered by this Agreement.

Proxies, Notices, Etc. The Custodian shall deliver to each applicable Fund, in the most expeditious manner practicablepracticable and in accordance with any Proper Instructions delivered from time to time (if any), information concerning all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the applicable Fund's ’s Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each Fund's ’s investments in non-U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such Fund. Except as directed pursuant to Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions for any reason including, but not limited to, the failure of the applicable Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fund.

Proxies, Notices, Etc. The Custodian shall deliver to each applicable Fund, in the most expeditious manner practicable, all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the applicable Fund's ’s Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each Fund's ’s investments in non-non U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-non U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such Fund. Except as directed pursuant to Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions for any reason including, but not limited to, the failure of the applicable Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fund.

Proxies, Notices, Etc. The Custodian shall deliver to each applicable the Fund, in the most expeditious manner practicable, all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the applicable Fund's ’s Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each the Fund's ’s investments in non-U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such the Fund. Except as directed pursuant to Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions for any reason including, but not limited to, the failure of the applicable Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fund.

Proxies, Notices, Etc. The Custodian shall deliver to each applicable FundFund or such other parties as the Fund may designate, in the most expeditious manner practicable, information concerning all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the applicable Fund's Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions or instructions from such other party as the Fund may designate in Proper Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each Fund's investments in non-U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such Fund. Except as directed pursuant to Proper Instructions or instructions from such other party as the Fund may designate in Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions for any reason including, but not limited to, the failure of the applicable Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fund.

Proxies, Notices, Etc. The Custodian shall deliver to each applicable FundFund or such other parties as the Fund may designate, in the most expeditious manner practicable, information concerning all forms of proxies, all notices of meetings, and any other notices or announcements affecting or relating to securities owned by one or more of the applicable Fund's ’s Portfolios that are received by the Custodian, any Subcustodian, or any nominee of either of them (or with the exercise of reasonable care that the Custodian, any Subcustodian, or any nominee of either of them should have become aware), and, upon receipt of Proper Instructions or instructions from such other party as the Fund may designate in Proper Instructions, the Custodian shall execute and deliver, or cause such Subcustodian or nominee to execute and deliver, such proxies or other authorizations as may be required. The Custodian recognizes that this requirement applies to all securities and that each Fund's ’s investments in non-non U.S. securities may entail proxies and notices, which, for the avoidance of doubt, are explicitly covered hereunder. In the event that a Fund invests in non-U.S. securities in a market in which the Custodian does not offer proxy voting services, the Custodian shall promptly notify such Fund. Except as directed pursuant to Proper Instructions or instructions from such other party as the Fund may designate in Proper Instructions, neither the Custodian nor any Subcustodian or nominee shall vote upon any such securities, or execute any proxy to vote thereon, or give any consent or take any other action with respect thereto. In the event that the Custodian is unable to vote upon any such securities in accordance with Proper Instructions for any reason including, but not limited to, the failure of the applicable Fund to deliver any necessary powers of attorney or other documentation, the Custodian shall promptly notify (subject to market practices and rules) the applicable Fund.