Common use of Rule 17f-5: Foreign Custody Manager Clause in Contracts

Rule 17f-5: Foreign Custody Manager. 1. In selecting an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that each Fund’s Foreign Assets (as defined in Rule 7f-5(a)(2)) shall be subject to reasonable care by the Eligible Foreign Custodian considering all factors relevant to the safekeeping of such Foreign Assets with reference to standards of international banks and trust companies holding assets for institutional clients in the relevant market and if there are no such international banks with reference to the principal custodians in the relevant market that act as subcustodians or custodians for U.S. mutual funds. 2. Each agreement between the Foreign Custody Manager and each Foreign Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under the Investment Company Act. 3. The Foreign Custody Manager shall establish a system for monitoring the appropriateness of maintaining a Fund’s Foreign Assets with a particular Eligible Foreign Custodian and to monitor the performance of the agreement between the Foreign Custody Manager and each Eligible Foreign Custodian. 4. The Foreign Custody Manager shall notify the Fund’s investment adviser in writing as soon as reasonably possible of any material changes in the Fund’s foreign custody arrangements. 5. The Foreign Custody Manager shall provide the Board with written quarterly reports regarding a Fund’s foreign custody arrangements for use at its quarterly Board meetings which reports shall, among other things: (i) notify the Board of the placement of a Fund’s Foreign Assets with a particular Eligible Foreign Custodian; and (ii) summarize for the Board the material changes in the Fund’s foreign custody arrangements that occurred during the prior quarter. 6. The Foreign Custody Manager shall, upon request of the Board, make itself available to report to a Fund’s Board in person at its quarterly Board meetings, or at such other times as the Board may from time to time require. 7. The Foreign Custody Manager shall agree to and shall make available to the Fund’s investment adviser by electronic means the country materials it provides to clients. Each Fund acknowledges that the information contained in these materials is for informational purposes only and does not constitute investment advice. 8. In performing its delegated duties and obligations to the Fund, the Foreign Custody Manager shall agree to exercise the reasonable care, prudence and diligence of a New York bank subject to a New York standard of care having responsibility for the safekeeping of Foreign Assets.

Rule 17f-5: Foreign Custody Manager. 1. In selecting an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that each Fund’s Foreign Assets (as defined in Rule 7f-5(a)(217f-5(a)(2)) shall be subject to reasonable care by the Eligible Foreign Custodian considering all factors relevant to the safekeeping of such Foreign Assets with reference to standards of international banks and trust companies holding assets for institutional clients in the relevant market and if there are no such international banks with reference to the principal custodians in the relevant market that act as subcustodians or custodians for U.S. mutual funds. 2. Each agreement between the Foreign Custody Manager and each Foreign Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under the Investment Company Act. 3. The Foreign Custody Manager shall establish a system for monitoring the appropriateness of maintaining a Fund’s Foreign Assets with a particular Eligible Foreign Custodian and to monitor the performance of the agreement between the Foreign Custody Manager and each Eligible Foreign Custodian. 4. The Foreign Custody Manager shall notify the Fund’s investment adviser in writing as soon as reasonably possible of any material changes in the Fund’s foreign custody arrangements. 5. The Foreign Custody Manager shall provide the Board with written quarterly reports regarding a Fund’s foreign custody arrangements for use at its quarterly Board meetings which reports shall, among other things: (i) notify the Board of the placement of a Fund’s Foreign Assets with a particular Eligible Foreign Custodian; and (ii) summarize for the Board the material changes in the Fund’s foreign custody arrangements that occurred during the prior quarter. 6. The Foreign Custody Manager shall, upon request of the Board, make itself available to report to a Fund’s Board in person at its quarterly Board meetings, or at such other times as the Board may from time to time require. 7. The Foreign Custody Manager shall agree to and shall make available to provide the Fund’s investment adviser by electronic means on a regular basis with the country materials it provides to clients. Each Fund acknowledges that the information contained in these materials is for informational purposes only and does not constitute investment advice. 8. In performing its delegated duties and obligations to the Fund, the Foreign Custody Manager shall agree to exercise the reasonable care, prudence and diligence of a New York bank subject to a New York standard of care having responsibility for the safekeeping of Foreign Assets.

Rule 17f-5: Foreign Custody Manager. 1. In selecting an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that each Fund’s Foreign Assets (as defined in Rule 7f-5(a)(2)) shall be subject to reasonable care by the Eligible Foreign Custodian considering all factors relevant to the safekeeping of such Foreign Assets with reference to standards of international banks and trust companies holding assets for institutional clients in the relevant market and if there are no such international banks with reference to the principal custodians in the relevant market that act as subcustodians or custodians for U.S. mutual funds. 2. Each agreement between the Foreign Custody Manager and each Foreign Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under the Investment Company Act. 3. A Fund or Series shall satisfy the account opening requirements for any country in which it provides Proper Instructions to the Custodian to open an account, and the delegation with respect to the Fund or Series for the country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Fund or Series for such country. 4. The Foreign Custody Manager shall establish a system for monitoring the appropriateness of maintaining a Fund’s Foreign Assets with a particular Eligible Foreign Custodian and to monitor the performance of the agreement between the Foreign Custody Manager and each Eligible Foreign Custodian. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund in writing. 45. The Foreign Custody Manager shall notify the Fund’s investment adviser in writing as soon as reasonably possible of any material changes in the Fund’s foreign custody arrangements. 56. The Foreign Custody Manager shall provide the Board with written quarterly reports regarding a Fund’s foreign custody arrangements for use at its quarterly Board meetings which reports shall, among other things: (i) notify the Board of the placement or withdrawal of a Fund’s Foreign Assets with a particular Eligible Foreign CustodianCustodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which the action has occurred; and (ii) summarize for the Board the material changes in the Fund’s foreign custody arrangements that occurred during the prior quarter. 67. Each Fund represents to the Custodian that its Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Fund. Each Fund also represents to the Custodian that the Country Risk incurred by placing and maintaining the Foreign Assets of each Fund or Series in each country listed in Schedule A has been considered and accepted. 8. The Foreign Custody Manager shall, upon request of the Board, make itself available to report to a Fund’s Board in person at its quarterly Board meetings, or at such other times as the Board may from time to time require. 79. The Foreign Custody Manager shall agree to and shall make available to the Fund’s investment adviser by electronic means the country materials it provides to clients. Each Fund acknowledges that the information contained in these materials is for informational purposes only and does not constitute investment advice. 8. In performing its delegated duties and obligations to the Fund, the Foreign Custody Manager shall agree to exercise the reasonable care, prudence and diligence of a New York bank subject to a New York standard of care having responsibility for the safekeeping of Foreign Assets.

Rule 17f-5: Foreign Custody Manager. 1. In selecting an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that each Fund’s 's Foreign Assets (as defined in Rule 7f-5(a)(2)) shall be subject to reasonable care by the Eligible Foreign Custodian considering all factors relevant to the safekeeping of such Foreign Assets with reference to standards of international banks and trust companies holding assets for institutional clients in the relevant market and if there are no such international banks with reference to the principal custodians in the relevant market that act as subcustodians or custodians for U.S. mutual funds. 2. Each agreement between the Foreign Custody Manager and each Foreign Subcustodian shall meet the requirements of Rule 17f-5(c)(2) under the Investment Company Act. 3. A Fund or Series shall satisfy the account opening requirements for any country in which it provides Proper Instructions to the Custodian to open an account, and the delegation with respect to the Fund or Series for the country will not be considered to have been accepted by the Custodian until that satisfaction. If the Foreign Custody Manager receives from the Fund Proper Instructions directing the Foreign Custody Manager to close the account, the delegation shall be considered withdrawn, and the Custodian shall immediately cease to be the Foreign Custody Manager with respect to the Fund or Series for such country. 4. The Foreign Custody Manager shall establish a system for monitoring the appropriateness of maintaining a Fund’s 's Foreign Assets with a particular Eligible Foreign Custodian and to monitor the performance of the agreement between the Foreign Custody Manager and each Eligible Foreign Custodian. If the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian are no longer appropriate, the Foreign Custody Manager shall so notify the Fund in writing. 45. The Foreign Custody Manager shall notify the Fund’s 's investment adviser in writing as soon as reasonably possible of any material changes in the Fund’s 's foreign custody arrangements. 56. The Foreign Custody Manager shall provide the Board with written quarterly reports regarding a Fund’s 's foreign custody arrangements for use at its quarterly Board meetings which reports shall, among other things: (i) notify the Board of the placement or withdrawal of a Fund’s 's Foreign Assets with a particular Eligible Foreign CustodianCustodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which the action has occurred; and (ii) summarize for the Board the material changes in the Fund’s 's foreign custody arrangements that occurred during the prior quarter. 67. Each Fund represents to the Custodian that its Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Fund. Each Fund also represents to the Custodian that the Country Risk incurred by placing and maintaining the Foreign Assets of each Fund or Series in each country listed in Schedule A has been considered and accepted. 8. The Foreign Custody Manager shall, upon request of the Board, make itself available to report to a Fund’s 's Board in person at its quarterly Board meetings, or at such other times as the Board may from time to time require. 79. The Foreign Custody Manager shall agree to and shall make available to the Fund’s 's investment adviser by electronic means the country materials it provides to clients. Each Fund acknowledges that the information contained in these materials is for informational purposes only and does not constitute investment advice. 8. In performing its delegated duties and obligations to the Fund, the Foreign Custody Manager shall agree to exercise the reasonable care, prudence and diligence of a New York bank subject to a New York standard of care having responsibility for the safekeeping of Foreign Assets.