Common use of Responsibility for Subcustodians Clause in Contracts

Responsibility for Subcustodians. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Foreign Depository, Securities System or foreign clearing agency), including demand deposit and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to herein, 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 Investments or moneys held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 8.3 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 Section 8 herein. 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 may at any time and from time to time make non-material, administrative amendments to any subcustodian agreement without notice to the Fund. The Custodian may at any time and from time to time, make material amendments to any subcustodian agreement provided that the Custodian give notice to the Fund of such amendments as soon as reasonably practicable after such amendments. 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 8.3, such appointment to be made upon approval of the successor Subcustodian by the Fund's board of trustees in accordance with Section 8.2.1, unless such duty shall have been delegated to the Custodian in accordance with Section 8.2.2.

Responsibility for Subcustodians. With respect The Fund shall be responsible for informing the Custodian sufficiently in advance of a proposed Investment which is to securities and funds be held in a country in which no Subcustodian is authorized to act in order that the Custodian shall, if it deems appropriate to do so, have sufficient time to establish a subcustodial arrangement in accordance herewith. In the event, however, the Custodian is unable to establish such arrangements prior to the time such Investment is to be acquired, the Custodian shall so notify the Trust and, upon receipt of Proper Instructions, appoint any person designated by a Subcustodian, either directly or indirectly (including by a Foreign Depository, Securities System or foreign clearing agency), including demand deposit and interest bearing deposits, currencies the Trust in such instruction to hold such security or other deposits asset. In the absence of such Proper Instructions, the security or Foreign Asset may be left at its settlement location or moved to another agent for the purpose of safekeeping, provided that the Custodian shall be responsible to the Fund for the actions of such agent if and foreign exchange contracts only to the extent the Custodian shall have recovered from such agent for any damages caused the Fund by such agent. 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 Trust of such claim. No more than thirty (30) calendar days after written notice to the Trust 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 or any Subcustodian. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company as referred its agent (an "Agent") to hereincarry out such of the provisions of this Agreement as the Custodian may from time to time direct, provided, however, that the appointment of such Agent shall not relieve the Custodian of any of its responsibilities under this Agreement. The Custodian shall be responsible for the actions of any Agent other than a Subcustodian as if it performed such action itself. Except as provided in the last sentence of this Paragraph, the Custodian shall be liable to the Fund if and only for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that such Subcustodian is liable acts or omissions would be deemed 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, gross 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 Investments or moneys held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 8.3 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 willful misconduct in accordance with the termination provisions terms of the relevant subcustodian agreement under the applicable subcustodian agreement andlaws, if necessary circumstances and practices prevailing in the place where the act or desirable, appoint another Subcustodian in accordance with the provisions of Section 8 hereinomission occurred. At the election The liability of the Fund, it shall have Custodian in respect of the right to enforce, to countries and Subcustodians listed on the extent permitted by Global Custody Network listing and such countries and Subcustodians which 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 may at any time and from time to time make non-materialdesignate, administrative amendments to any subcustodian agreement without notice shall be subject to the Fund. The Custodian may at any time and from time to time, make material amendments to any subcustodian agreement provided additional condition that the Custodian give notice to actually recovers such loss or damage from the Fund of such amendments as soon as reasonably practicable after such amendments. 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 8.3, such appointment to be made upon approval of the successor Subcustodian by the Fund's board of trustees in accordance with Section 8.2.1, unless such duty shall have been delegated to the Custodian in accordance with Section 8.2.2Subcustodian."

Responsibility for Subcustodians. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Foreign Depository, Securities System or foreign clearing agency), including demand deposit and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to herein, the The Custodian shall be liable to the Fund if and only for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian listed on Appendix A to the extent that such (i) under the terms set forth in the Subcustodian is liable to Agreement between the Custodian and the Custodian recovers under Subcustodian or in the applicable Sub-subcustodian agreement. The Custodian shall nevertheless be liable to Agreement between a Subcustodian and a Sub-subcustodian, 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 Investments or moneys held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 8.3 fails Sub-subcustodian has failed 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 standard of conduct imposed under such Subcustodian Agreement or Sub-subcustodian Agreement, provided that the Subcustodian Agreement or Sub-subcustodian Agreement requires that such Subcustodian or Sub-subcustodian exercise reasonable care based on standards applicable to Custodians in the relevant market, or (ii) such acts or omission would be deemed to be negligence, gross negligence or willful misconduct under the applicable subcustodian agreement andlaws, circumstances and practices prevailing in the jurisdiction where the act or omission occurred. In the countries indicated in Appendix B to this Agreement, (as it may be amended from time to time with prospective effect only), the liability of the Custodian for the acts or omissions of a Subcustodian under this Section 8.3 shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian. The foregoing condition to the Custodian's liability shall be operative only if necessary the Custodian undertakes, at its own expense, commercially reasonable means to enforce any contractual or desirableother claims the Custodian, appoint another Subcustodian in accordance with on its own behalf or on behalf of the provisions of Section 8 hereinaffected Fund, may have against the relevant Subcustodian. At the election of the affected Fund, it shall have the right be entitled to enforce, be subrogated to the extent permitted by rights of the subcustodian agreement and applicable lawCustodian with respect to any such claim against the relevant Subcustodian. In the event the affected Fund makes such an election, the Custodian shall have no obligation to pursue such claims independently, but shall cooperate with the Fund in the Fund's prosecution of such claims. The foregoing condition to the Custodian's rights against any liability in such Subcustodian for loss cases shall in no way limit, condition or damage caused diminish: (a) the Fund by such Subcustodian. The Custodian may at any time and from time to time make non-material, administrative amendments to any subcustodian agreement without notice to the Fund. The Custodian may at any time and from time to time, make material amendments to any subcustodian agreement provided that duty of care of the Custodian give notice to under Section 9 hereof or Section 8 of the Fund Foreign Custody Manager Delegation Agreement; (b) the liability of the Custodian for the Custodian's own negligence, bad faith, willful misconduct or other breach of such amendments as soon as reasonably practicable after such amendments. The Custodian may, at duty; or (c) any time in its discretion upon notification to the Fund, terminate any Subcustodian of the Fund in accordance with the termination provisions other obligation arising hereunder or 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 8.3, such appointment to be made upon approval of the successor Subcustodian by the Fund's board of trustees in accordance with Section 8.2.1, unless such duty shall have been delegated to the Custodian in accordance with Section 8.2.2Foreign Custody Manager Delegation Agreement.

Responsibility for Subcustodians. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Foreign Depository, Securities System or foreign clearing agency), including demand deposit and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to herein, the The Custodian shall be liable to the Fund if and only for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian listed on Appendix A to the extent that such (i) under the terms set forth in the Subcustodian is liable to Agreement between the Custodian and the Custodian recovers under Subcustodian or in the applicable Sub-subcustodian agreement. The Custodian shall nevertheless be liable to Agreement between a Subcustodian and a Sub-subcustodian, 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 Investments or moneys held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 8.3 fails Sub-subcustodian has failed 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 standard of conduct imposed under such Subcustodian Agreement or Sub-subcustodian Agreement, provided that the Subcustodian Agreement or Sub-subcustodian Agreement requires that such Subcustodian or Sub-subcustodian exercise reasonable care based on standards applicable to Custodians in the relevant market, or (ii) such acts or omission would be deemed to be negligence, gross negligence or willful misconduct under the applicable subcustodian agreement andlaws, circumstances and practices prevailing in the jurisdiction where the act or omission occurred. In the countries indicated in Appendix B to this Agreement, (as it may be amended from time to time with prospective effect only), the liability of the Custodian for the acts or omissions of a Subcustodian under this Section 8.3 shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian. The foregoing condition to the Custodian’s liability shall be operative only if necessary the Custodian undertakes, at its own expense, commercially reasonable means to enforce any contractual or desirableother claims the Custodian, appoint another Subcustodian in accordance with on its own behalf or on behalf of the provisions of Section 8 hereinaffected Fund, may have against the relevant Subcustodian. At the election of the affected Fund, it shall have the right be entitled to enforce, be subrogated to the extent permitted by rights of the subcustodian agreement and applicable lawCustodian with respect to any such claim against the relevant Subcustodian. In the event the affected Fund makes such an election, the Custodian's rights against any Custodian shall have no obligation to pursue such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian may at any time and from time to time make non-materialclaims independently, administrative amendments to any subcustodian agreement without notice to the Fund. The Custodian may at any time and from time to time, make material amendments to any subcustodian agreement provided that the Custodian give notice to the Fund of such amendments as soon as reasonably practicable after such amendments. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of but shall cooperate with the Fund in accordance with the termination provisions Fund’s prosecution of such claims. The foregoing condition to the Custodian’s liability in such cases shall in no way limit, condition or diminish: (a) the duty of care of the Custodian under Section 9 hereof or Section 8 of the Foreign Custody Manager Delegation Agreement; (b) the liability of the Custodian for the Custodian’s own negligence, bad faith, willful misconduct or other breach of such duty; or (c) any other obligation arising hereunder or 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 8.3, such appointment to be made upon approval of the successor Subcustodian by the Fund's board of trustees in accordance with Section 8.2.1, unless such duty shall have been delegated to the Custodian in accordance with Section 8.2.2Foreign Custody Manager Delegation Agreement.

Responsibility for Subcustodians. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Foreign Depository, Securities System or foreign clearing agency), including demand deposit and interest bearing deposits, currencies or other deposits and foreign exchange contracts Except as referred to hereinprovided in the last sentence of this Section 8.3, the Custodian shall be liable to the Fund if and only for any loss or damage to the Fund caused by or resulting from the acts or omissions of any Subcustodian to the extent that such (i) under the terms set forth in the Subcustodian is liable to Agreement between the Custodian and the Custodian recovers under Subcustodian or in the applicable Sub-subcustodian agreement. The Custodian shall nevertheless be liable to Agreement between a Subcustodian and a Sub-subcustodian, 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 Investments or moneys held by it to any such Subcustodian. In the event that any Subcustodian appointed pursuant to the provisions of this Section 8.3 fails Sub-subcustodian has failed 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 standard of conduct imposed under such Subcustodian Agreement or Sub-subcustodian Agreement, provided that the Subcustodian Agreement or Sub-subcustodian Agreement requires that such Subcustodian or Sub-subcustodian exercise reasonable care based on standards applicable to Custodians in the relevant market, or (ii) that such acts or omissions would be deemed to be negligence, gross negligence or willful misconduct under the applicable subcustodian agreement andlaws, circumstances and practices prevailing in the jurisdiction where the act or omission occurred. The liability of the Custodian in respect of the countries and subcustodians listed on the Global Custody Network listing and such countries and subcustodians which the Custodian may from time to time designate, shall be subject to the additional condition that the Custodian actually recovers such loss or damage from the Subcustodian. The foregoing condition to the Custodian’s liability shall be operative only if necessary the Custodian undertakes, as its own expense, commercially reasonable means to enforce any contractual or desirableother claims the Custodian, appoint another Subcustodian in accordance with on its own behalf or on behalf of the provisions of Section 8 hereinaffected Fund, may have against the relevant Subcustodian. At the election of the affected Fund, it shall have the right be entitled to enforce, be subrogated to the extent permitted by rights of the subcustodian agreement and applicable lawCustodian with respect to any such claim against the relevant Subcustodian. In the event the affected Fund makes such an election, the Custodian's rights against any Custodian shall have no obligation to pursue such Subcustodian for loss or damage caused the Fund by such Subcustodian. The Custodian may at any time and from time to time make non-materialclaims independently, administrative amendments to any subcustodian agreement without notice to the Fund. The Custodian may at any time and from time to time, make material amendments to any subcustodian agreement provided that the Custodian give notice to the Fund of such amendments as soon as reasonably practicable after such amendments. The Custodian may, at any time in its discretion upon notification to the Fund, terminate any Subcustodian of but shall cooperate with the Fund in accordance with the termination provisions Fund’s prosecution of such claims. The foregoing condition to the Custodian’s liability in such cases shall in no way limit, condition or diminish; (a) the duty of care of the Custodian under Section 9 hereof or Section 8 of the 17f5 Delegation Schedule; (b) the liability of the Custodian for the Custodian’s own negligence, bad faith, willful misconduct or other breach of such duty; or (c) any other obligation arising hereunder or 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 8.3, such appointment to be made upon approval of the successor Subcustodian by the Fund's board of trustees in accordance with Section 8.2.1, unless such duty shall have been delegated to the Custodian in accordance with Section 8.2.217f5 Delegation Schedule.