Common use of Rule 17f-5 Clause in Contracts

Rule 17f-5. 1.1. Each respective Portfolio delegates to PFPC and PFPC hereby accepts the delegation to it of, the obligation to serve as the Portfolio’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)), with respect to the “Foreign Assets” (as defined in Rule 17f-5(a)(2)) of the Portfolio in such jurisdictions as PFPC and the applicable Fund may agree from time to time with respect to that particular Portfolio. As Foreign Custody Manager, PFPC shall provide for the following: a. selection of “Eligible Foreign Custodians” (as defined in Rule 17f-5(a)(1)) to serve as foreign custodians and placement and maintenance of a Fund’s Foreign Assets with such Eligible Foreign Custodians; b. in selecting an Eligible Foreign Custodian, a determination that Foreign Assets placed and maintained in the care of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after consideration of all factors relevant to the safekeeping of such Foreign Assets including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv); c. entering into a written contract with each Eligible Foreign Custodian selected by PFPC hereunder; d. a determination that the written contract with each Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market and after consideration of all factors relevant to the safekeeping of such Foreign Assets (including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv)), and that each such contract satisfies the requirements of Rule 17f-5(c)(2); e. provision of written reports (i) notifying the applicable Fund’s board of trustees or directors or similar governing body (the “Board”) of the placement of a Portfolio’s Foreign Assets with a particular Eligible Foreign Custodian, such reports to be provided at such time as the Board deems reasonable and appropriate, but not less often than quarterly, and (ii) promptly notifying the applicable Board of any material change in the arrangements with an Xxxxxxxx Foreign Custodian; and f. establishment of a system to monitor (i) the appropriateness of maintaining a Portfolio’s Foreign Assets with a particular Eligible Foreign Custodian selected hereunder and (ii) the performance of the governing contractual arrangements; it being understood, however, that in the event PFPC shall determine that the arrangement with any Eligible Foreign Custodian would no longer afford a Portfolio’s Foreign Assets reasonable care (as defined in Section 1.1(b) above) or would no longer be governed by a written contract providing for such care, PFPC shall promptly so advise the applicable Fund. PFPC shall not be responsible for the duties described in this Section 1.1 with respect to any foreign securities depository or foreign clearing agency. 1.2. In acting as a Foreign Custody Manager, PFPC shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets would exercise in each jurisdiction where PFPC acts as Foreign Custody Manager hereunder. PFPC shall be liable to a Portfolio for any loss or damage suffered by the Portfolio as a result of the performance of PFPC’s duties under this Section 1 where such loss or damage results from PFPC’s failure to exercise such reasonable care, prudence and diligence; provided that the liability of PFPC hereunder to such Portfolio shall not exceed the fair market value of any loss of assets resulting from such failure to exercise such reasonable care, prudence and diligence at the time of such failure. Notwithstanding anything else in this document, PFPC shall not be liable to any Portfolio for any indirect, special, consequential or general damages (regardless of whether PFPC was aware of the possibility thereof) or from reasons or causes beyond its control. PFPC shall be indemnified and defended by a Portfolio from any damages or losses PFPC may incur in connection with the provision by PFPC of the services set forth in this Section 1 with respect to such Portfolio; provided, however, that PFPC will not be indemnified or defended from damages or losses which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement or from indirect, special or consequential damages or losses or lost profits or loss of business. This Section 1.2 shall survive termination of this document. 1.3. In acting as a Foreign Custody Manager, PFPC shall not supervise, recommend or advise any Fund relative to the investment, purchase, sale, retention or disposition of any assets in any particular country, including with respect to prevailing country risks.

Rule 17f-5. 1.1. Each respective Portfolio 1.1 With respect to the "Foreign Assets" (as defined in Rule 17f-5(a)(2)) in such jurisdictions as Custodian provides custody services under the Foreign Custody Agreement for a Fund, each Fund hereby delegates to PFPC Custodian and PFPC Custodian hereby accepts the delegation to it ofit, of the obligation to serve as the Portfolio’s “Fund's "Foreign Custody Manager” " (as defined in Rule 17f-5(a)(3)), with respect to the “Foreign Assets” (as defined in Rule 17f-5(a)(2)) of the Portfolio in such jurisdictions as PFPC and the applicable Fund may agree from time to time with respect to that particular Portfolio. As Foreign Custody Manager, PFPC shall provide for the followingCustodian shall: a. selection of “select "Eligible Foreign Custodians” " (as defined in Rule 17f-5(a)(1)) to serve as foreign custodians and placement place and maintenance of a maintain each Fund’s 's Foreign Assets with such Eligible Foreign Custodians; b. in selecting an Eligible Foreign Custodian, a determination first determine that Foreign Assets placed and maintained in the care of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv); c. entering enter into a written contract with each Eligible Foreign Custodian selected by PFPC Custodian hereunder; d. a determination determine that the written contract with each Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market and after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets (including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv)), and that each such contract satisfies the requirements of Rule 17f-5(c)(2); e. provision of provide written reports (i) notifying the applicable Fund’s board of trustees or directors Board or similar governing body (the “each, a "Board”") of each Fund of the placement of a Portfolio’s such Fund's Foreign Assets with a particular Eligible Foreign Custodian, such reports to be provided at such time as the such Board deems reasonable and appropriate, but not less often than quarterly, and (ii) promptly notifying the applicable each Board of any material change in the arrangements with an Xxxxxxxx Eligible Foreign Custodian; and f. establishment of have established a system to monitor (i) the appropriateness of maintaining a Portfolio’s Fund's Foreign Assets with a particular Eligible Foreign Custodian selected hereunder and (ii) the performance of the governing contractual arrangements; it being understood, however, that in the event PFPC Custodian shall determine that the arrangement with any Eligible Foreign Custodian would no longer afford a Portfolio’s Fund's Foreign Assets reasonable care (as defined in Section 1.1(b) above) or would no longer be governed by a written contract providing for such care, PFPC Custodian shall promptly so advise the applicable such Fund. PFPC Without limiting any duties set forth in the Foreign Custody Agreement, Custodian shall not be responsible for the duties described in this Section 1.1 with respect to any foreign securities depository or foreign clearing agency. 1.2. 1.2 In acting as a Foreign Custody Manager, PFPC Custodian shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets would exercise in each jurisdiction where PFPC Custodian acts as Foreign Custody Manager hereundersubcustodian for assets of a Fund. PFPC Custodian shall be liable to a Portfolio reimburse and pay each Fund for any loss or damage suffered by the Portfolio Fund as a result of the performance of PFPC’s Custodian's duties under this Section 1 where such loss or damage results from PFPC’s failure to exercise such reasonable care, prudence and diligencean act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of PFPC Custodian hereunder to such Portfolio shall not exceed the fair market replacement value of any loss of assets resulting from such failure to exercise such reasonable carenegligence or willful misconduct, prudence and diligence at the time of such failurenegligence or willful misconduct. Any payment to a Fund under this Section 1.2 shall limit the Fund's right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, PFPC Custodian shall not be liable to any Portfolio a Fund for any indirect, special, consequential or general damages (regardless of whether PFPC was aware of the possibility thereof) or from reasons or causes beyond its control. In no event shall PFPC shall be indemnified and defended by a Portfolio from have responsibility or liability for any damages action or losses PFPC may incur in connection with the provision by PFPC inaction of the services set forth in this Custodian under Section 1 with respect to such Portfolio; provided, however, that PFPC will not be indemnified or defended from damages or losses which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement or from indirect, special or consequential damages or losses or lost profits or loss of business. This Section 1.2 shall survive termination of this documenthereof. 1.3. 1.3 In acting as a Foreign Custody Manager, PFPC Custodian shall not supervise, recommend or advise PFPC or any Fund relative to the investment, purchase, sale, retention or disposition of any assets in any particular country, including with respect to prevailing country risks.

Rule 17f-5. 1.1. Each respective Portfolio delegates to PFPC and PFPC hereby accepts the delegation to it of, the obligation to serve as the Portfolio’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)), with With respect to the “Foreign Assets” (as defined in Rule 17f-5(a)(2)) of the Portfolio in such jurisdictions as PFPC Custodian provides custody services under the Foreign Custody Agreement for the Fund, the Fund on behalf of its Board of Trustees (the “Board”) hereby delegates to Custodian and Custodian hereby accepts the applicable Fund may agree from time delegation to time with respect it, of the obligation to that particular Portfolioserve as the Fund’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)). As Foreign Custody Manager, PFPC shall provide for the followingCustodian shall: a. selection of select “Eligible Foreign Custodians” (as defined in Rule 17f-5(a)(1)) to serve as foreign custodians and placement place and maintenance of a maintain the Fund’s Foreign Assets with such Eligible Foreign Custodians; b. in selecting an Eligible Foreign Custodian, a determination first determine that Foreign Assets placed and maintained in the care of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant marketmarket in which such Eligible Foreign Custodian operates, after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv); c. entering enter into a written contract with each Eligible Foreign Custodian selected by PFPC Custodian hereunder; d. a determination determine that the written contract with each Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates and after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets (including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv)), and that each such contract satisfies the requirements of Rule 17f-5(c)(2); e. provision of provide written reports (i) notifying the applicable Fund’s board of trustees or directors or similar governing body (the “Board”) Board of the placement of a Portfoliothe Fund’s Foreign Assets with a particular Eligible Foreign Custodian, such reports to be provided at such time as the Board deems reasonable and appropriateappropriate based on the circumstances of the Fund’s foreign custody arrangements, but not less often than quarterly, and (ii) promptly notifying the applicable Board of any material change in the arrangements with an Xxxxxxxx Eligible Foreign Custodian; and f. establishment of have established a system to monitor (i) the appropriateness of maintaining a Portfoliothe Fund’s Foreign Assets with a particular Eligible Foreign Custodian selected hereunder and (ii) the performance of the governing contractual arrangements; it being understood, however, that in the event PFPC Custodian shall determine that the arrangement with any Eligible Foreign Custodian would no longer afford a Portfoliothe Fund’s Foreign Assets reasonable care (as defined in Section 1.1(b) above) or would no longer be governed by a written contract providing for such care, PFPC Custodian shall promptly so advise the applicable Fund. PFPC Without limiting any duties set forth in the Foreign Custody Agreement, Custodian shall not be responsible for the duties described in this Section 1.1 with respect to any foreign securities depository or foreign clearing agency. 1.2. In acting as a Foreign Custody Manager, PFPC Custodian shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets would exercise in each jurisdiction where PFPC Custodian acts as Foreign Custody Manager hereundersubcustodian for assets of the Fund. PFPC Custodian shall be liable to a Portfolio reimburse and pay the Fund for any loss or damage suffered by the Portfolio Fund as a result of the performance of PFPCCustodian’s duties under this Section 1 where such loss or damage results from PFPC’s failure to exercise such reasonable care, prudence and diligencean act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of PFPC Custodian hereunder to such Portfolio shall not exceed the fair market value of any loss of assets resulting from such failure to exercise such reasonable carenegligence or willful misconduct, prudence and diligence at the time of such failurenegligence or willful misconduct. Any payment to the Fund under this Section 1.2 shall limit the Fund’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, PFPC Custodian shall not be liable to any Portfolio the Fund for any indirect, special, consequential or general damages (regardless of whether PFPC was aware of the possibility thereof) or from reasons or causes beyond its control. PFPC shall be indemnified and defended by a Portfolio from the Fund for any damages or losses PFPC may incur in connection with the provision by PFPC Custodian of the services set forth in this Section 1 with respect to such Portfolio; provided, however, that the Fund (provided PFPC will not be indemnified or defended from for damages or losses which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement with the Fund). In no event shall PFPC have responsibility or from indirect, special liability for any action or consequential damages or losses or lost profits or loss inaction of business. This Custodian under Section 1.2 shall survive termination of this document1 hereof. 1.3. In acting as a Foreign Custody Manager, PFPC Custodian shall not supervise, recommend or advise any PFPC or the Fund relative to the investment, purchase, sale, retention or disposition of any assets in any particular country, including with respect to prevailing country risks.

Rule 17f-5. 1.1. Each respective Portfolio With respect to the "Foreign Assets" (as defined in Rule 17f-5(a)(2)) in such jurisdictions as Custodian provides custody services under the Foreign Custody Agreement for a Fund, each Fund hereby delegates to PFPC Custodian and PFPC Custodian hereby accepts the delegation to it ofit, of the obligation to serve as the Portfolio’s “Fund's "Foreign Custody Manager” " (as defined in Rule 17f-5(a)(3)), with respect to the “Foreign Assets” (as defined in Rule 17f-5(a)(2)) of the Portfolio in such jurisdictions as PFPC and the applicable Fund may agree from time to time with respect to that particular Portfolio. As Foreign Custody Manager, PFPC shall provide for the followingCustodian shall: a. selection of “select "Eligible Foreign Custodians” " (as defined in Rule 17f-5(a)(1)) to serve as foreign custodians and placement place and maintenance of a maintain each Fund’s 's Foreign Assets with such Eligible Foreign Custodians; b. in selecting an Eligible Foreign Custodian, a determination first determine that Foreign Assets placed and maintained in the care of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv); c. entering enter into a written contract with each Eligible Foreign Custodian selected by PFPC Custodian hereunder; d. a determination determine that the written contract with each Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market and after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets (including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv17f-5(c)(l)(i)-(iv)), and that each such contract satisfies the requirements of Rule 17f-5(c)(2); e. provision of provide written reports (i) notifying the applicable Fund’s board of trustees or directors Board or similar governing body (the “each, a "Board”") of each Fund of the placement of a Portfolio’s such Fund's Foreign Assets with a particular Eligible Foreign Custodian, such reports to be provided at such time as the such Board deems reasonable and appropriate, but not less often than quarterly, and (ii) promptly notifying the applicable each Board of any material change in the arrangements with an Xxxxxxxx Eligible Foreign Custodian; and f. establishment of and f have established a system to monitor (i) the appropriateness of maintaining a Portfolio’s Fund's Foreign Assets with a particular Eligible Foreign Custodian selected hereunder and (ii) the performance of the governing contractual arrangements; it being understood, however, that in the event PFPC Custodian shall determine that the arrangement with any Eligible Foreign Custodian would no longer afford a Portfolio’s Fund's Foreign Assets reasonable care (as defined in Section 1.1(b) above) or would no longer be governed by a written contract providing for such care, PFPC Custodian shall promptly so advise the applicable such Fund. PFPC Without limiting any duties set forth in the Foreign Custody Agreement, Custodian shall not be responsible for the duties described in this Section 1.1 with respect to any foreign securities depository or foreign clearing agency. 1.2. In acting as a Foreign Custody Manager, PFPC Custodian shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets would exercise in each jurisdiction where PFPC Custodian acts as Foreign Custody Manager hereundersubcustodian for assets of a Fund. PFPC Custodian shall be liable to a Portfolio reimburse and pay each Fund for any loss or damage suffered by the Portfolio Fund as a result of the performance of PFPC’s Custodian's duties under this Section 1 where such loss or damage results from PFPC’s failure to exercise such reasonable care, prudence and diligencean act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of PFPC Custodian hereunder to such Portfolio shall not exceed the fair market value of any loss of assets resulting from such failure to exercise such reasonable carenegligence or willful misconduct, prudence and diligence at the time of such failurenegligence or willful misconduct. Any payment to a Fund under this Section 1.2 shall limit the Fund's right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, PFPC Custodian shall not be liable to any Portfolio a Fund for any indirect, special, consequential or general damages (regardless of whether PFPC was aware of the possibility thereof) or from reasons or causes beyond its control. PFPC shall be indemnified and defended by a Portfolio from Fund for any damages or losses PFPC may incur in connection with the provision by PFPC Custodian of the services set forth in this Section 1 I with respect to such Portfolio; provided, however, that Fund (provided PFPC will not be indemnified or defended from for damages or losses which are the result of PFPC’s 's failure to comply with its liability standard of care set forth in the Fund Custody Agreement with such Fund). In no event shall PFPC have responsibility or from indirect, special liability for any action or consequential damages or losses or lost profits or loss inaction of business. This Custodian under Section 1.2 shall survive termination of this document1 hereof. 1.3. In acting as a Foreign Custody Manager, PFPC Custodian shall not supervise, recommend or advise PFPC or any Fund relative to the investment, purchase, sale, retention or disposition of any assets in any particular country, including with respect to prevailing country risks.

Rule 17f-5. 1.1. Each respective Portfolio delegates to PFPC and PFPC hereby accepts the delegation to it of, the obligation to serve as the Portfolio’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)), with With respect to the “Foreign Assets” (as defined in Rule 17f-5(a)(2)) of the Portfolio in such jurisdictions as PFPC Custodian provides custody services under the Foreign Custody Agreement for a Fund, each Fund hereby delegates to Custodian and Custodian hereby accepts the applicable Fund may agree from time delegation to time with respect it, of the obligation to that particular Portfolioserve as the Fund’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)). As Foreign Custody Manager, PFPC shall provide for the followingCustodian shall: a. selection of select “Eligible Foreign Custodians” (as defined in Rule 17f-5(a)(1)) to serve as foreign custodians and placement place and maintenance of a maintain each Fund’s Foreign Assets with such Eligible Foreign Custodians; b. in selecting an Eligible Foreign Custodian, a determination first determine that Foreign Assets placed and maintained in the care of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv); c. entering enter into a written contract with each Eligible Foreign Custodian selected by PFPC Custodian hereunder; d. a determination determine that the written contract with each Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market and after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets (including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv)), and that each such contract satisfies the requirements of Rule 17f-5(c)(2); e. provision of provide written reports (i) notifying the applicable Fund’s board of trustees or directors Board or similar governing body (the “Board”) of each Fund of the placement of a Portfoliosuch Fund’s Foreign Assets with a particular Eligible Foreign Custodian, such reports to be provided at such time as the Board deems reasonable and appropriate, but not less often than quarterly, and (ii) promptly notifying the applicable Board of any material change in the arrangements with an Xxxxxxxx Eligible Foreign Custodian; and f. establishment of have established a system to monitor (i) the appropriateness of maintaining a PortfolioFund’s Foreign Assets with a particular Eligible Foreign Custodian selected hereunder and (ii) the performance of the governing contractual arrangements; it being understood, however, that in the event PFPC Custodian shall determine that the arrangement with any Eligible Foreign Custodian would no longer afford a PortfolioFund’s Foreign Assets reasonable care (as defined in Section 1.1(b) above) or would no longer be governed by a written contract providing for such care, PFPC Custodian shall promptly so advise the applicable Board or an officer of the Funds and the Fund’s Foreign Assets maintained with that Eligible Foreign Custodian will be withdrawn from that Eligible Foreign Custodian as soon as reasonably practicable following appropriate instruction from the Fund. PFPC Without limiting any duties set forth in the Foreign Custody Agreement, Custodian shall not be responsible for the duties described in this Section 1.1 with respect to any foreign securities depository or foreign clearing agency. 1.2. In acting as a Foreign Custody Manager, PFPC Custodian shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets would exercise in each jurisdiction where PFPC Custodian acts as Foreign Custody Manager hereundersubcustodian for assets of a Fund. PFPC Custodian shall be liable to a Portfolio reimburse and pay each Fund for any loss or damage suffered by the Portfolio Fund as a result of the performance of PFPCCustodian’s duties under this Section 1 where such loss or damage results from PFPC’s failure to exercise such reasonable care, prudence and diligencean act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of PFPC Custodian hereunder to such Portfolio shall not exceed the fair market value of any loss of assets resulting from such failure to exercise such reasonable carenegligence or willful misconduct, prudence and diligence at the time of such failurenegligence or willful misconduct. Any payment to a Fund under this Section 1.2 shall limit the Fund’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, PFPC Custodian shall not be liable to any Portfolio a Fund for any indirect, special, consequential or general damages (regardless of whether PFPC was aware of the possibility thereof) or from reasons or causes beyond its control. PFPC shall be indemnified and defended by a Portfolio from Fund for any damages or losses PFPC may incur in connection with the provision by PFPC Custodian of the services set forth in this Section 1 with respect to such Portfolio; provided, however, that Fund (provided PFPC will not be indemnified or defended from for damages or losses which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement with such Fund). In no event shall PFPC have responsibility or from indirect, special liability for any action or consequential damages or losses or lost profits or loss inaction of business. This Custodian under Section 1.2 shall survive termination of this document1 hereof. 1.3. In acting as a Foreign Custody Manager, PFPC Custodian shall not supervise, recommend or advise PFPC or any Fund relative to the investment, purchase, sale, retention or disposition of any assets in any particular country, including with respect to prevailing country risks.

Rule 17f-5. 1.1. Each respective Portfolio delegates to PFPC and PFPC hereby accepts the delegation to it of, the obligation to serve as the Portfolio’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)), with With respect to the “Foreign Assets” (as defined in Rule 17f-5(a)(2)) of the Portfolio in such jurisdictions as PFPC Custodian provides custody services under the Foreign Custody Agreement for a Fund, each Fund hereby delegates to Custodian and Custodian hereby accepts the applicable Fund may agree from time delegation to time with respect it, of the obligation to that particular Portfolioserve as the Fund’s “Foreign Custody Manager” (as defined in Rule 17f-5(a)(3)). As Foreign Custody Manager, PFPC shall provide for the followingCustodian shall: a. selection of select “Eligible Foreign Custodians” (as defined in Rule 17f-5(a)(1)) to serve as foreign custodians and placement place and maintenance of a maintain each Fund’s Foreign Assets with such Eligible Foreign Custodians; b. in selecting an Eligible Foreign Custodian, a determination first determine that Foreign Assets placed and maintained in the care of the Eligible Foreign Custodian shall be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets including, without limitation, those factors set forth in Rule 17f-5(c)(l)(i)-(iv); c. entering enter into a written contract with each Eligible Foreign Custodian selected by PFPC Custodian hereunder; d. a determination determine that the written contract with each Eligible Foreign Custodian will provide reasonable care for the Foreign Assets, based on the standards applicable to custodians in the relevant market and after consideration of having considered all factors relevant to the safekeeping of such Foreign Assets (including, without limitation, those factors set forth in Rule 17f-5(c)(1)(i)-(iv)), and that each such contract satisfies the requirements of Rule 17f-5(c)(2); e. provision of provide written reports (i) notifying the applicable Fund’s board Board of trustees or directors or similar governing body Trustees of SPARX Asia Funds (the “Board”) of the placement of a Portfolioeach Fund’s Foreign Assets with a particular Eligible Foreign Custodian, such reports to be provided at such time as the such Board deems reasonable and appropriate, but not less often than quarterly, and (ii) promptly notifying the applicable Board of any material change in the arrangements with an Xxxxxxxx Eligible Foreign Custodian; and f. establishment of have established a system to monitor (i) the appropriateness of maintaining a PortfolioFund’s Foreign Assets with a particular Eligible Foreign Custodian selected hereunder and (ii) the performance of the governing contractual arrangements; it being understood, however, that in the event PFPC Custodian shall determine that the arrangement with any Eligible Foreign Custodian would no longer afford a PortfolioFund’s Foreign Assets reasonable care (as defined in Section 1.1(b) above) or would no longer be governed by a written contract providing for such care, PFPC Custodian shall promptly so advise the applicable such Fund. PFPC Without limiting any duties set forth in the Foreign Custody Agreement, Custodian shall not be responsible for the duties described in this Section 1.1 with respect to any foreign securities depository or foreign clearing agency. 1.2. In acting as a Foreign Custody Manager, PFPC Custodian shall exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of Foreign Assets would exercise in each jurisdiction where PFPC Custodian acts as Foreign Custody Manager hereundersub-custodian for assets of a Fund. PFPC Custodian shall be liable to a Portfolio reimburse and pay each Fund for any loss or damage suffered by the Portfolio Fund as a result of the performance of PFPCCustodian’s duties under this Section 1 where such loss or damage results from PFPC’s failure to exercise such reasonable care, prudence and diligencean act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of PFPC Custodian hereunder to such Portfolio shall not exceed the fair market value of any loss of assets resulting from such failure to exercise such reasonable carenegligence or willful misconduct, prudence and diligence at the time of such failurenegligence or willful misconduct. Any payment to a Fund under this Section 1.2 shall limit the Fund’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, PFPC Custodian shall not be liable to any Portfolio a Fund for any indirect, special, consequential or general damages (regardless of whether PFPC was aware of the possibility thereof) or from reasons or causes beyond its control. PFPC shall be indemnified and defended by a Portfolio from Fund for any damages or losses PFPC may incur in connection with the provision by PFPC Custodian of the services set forth in this Section 1 with respect to such Portfolio; provided, however, that Fund (provided PFPC will not be indemnified or defended from for damages or losses which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement Agreement). In no event shall PFPC have responsibility or from indirect, special liability for any action or consequential damages or losses or lost profits or loss inaction of business. This Custodian under Section 1.2 shall survive termination of this document1 hereof. 1.3. In acting as a Foreign Custody Manager, PFPC Custodian shall not supervise, recommend or advise PFPC or any Fund relative to the investment, purchase, sale, retention or disposition of any assets in any particular country, including with respect to prevailing country risks.