Common use of SELECTION OF ELIGIBLE FOREIGN CUSTODIANS Clause in Contracts

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section Article 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to In exercising the provisions of authority delegated under this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager Agreement to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager Delegate shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country market in which the Foreign Assets will be held by that Eligible Foreign Custodianheld, after considering all factors relevant to the safekeeping of such assetsForeign Assets, including, without limitation:; (i) the i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the method of keeping custodial records, and its the security and data protection practices; (ii) whether . Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign AssetsAssets and to fulfill its indemnification obligations; (iii) the . The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; andstanding; (iv) whether the . Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.; v. Whether the contract with the Eligible Foreign Custodian contains indemnification rights that match the indemnification rights of the Fund hereunder; and

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to In exercising the provisions of authority delegated under this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager Agreement to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager Delegate shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country market in which the Foreign Assets will be held by that Eligible Foreign Custodianheld, after considering all factors relevant to the safekeeping of such assets, including, without limitation:; (i) the i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the method of keeping custodial records, and its the security and data protection practices; (ii) whether . Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the . The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agencySecurities Depository's operating history and the number of participants in the foreign securities depository or clearing agency; andparticipants; (iv) whether the . Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.; v. In the case of an Eligible Foreign Custodian that is a banking institution or trust company, any additional factors and criteria set forth in APPENDIX C to this Agreement; and

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' ’ Foreign Custody Manager may place and maintain the Foreign Assets in the care of the ofthe Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed countrylisted on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's ’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's ’s general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's ’s or clearing agency's ’s operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's ’s consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security securitY and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3Delegation Schedule and the requirements of Rule 17f-5, the Portfolios' Foreign Custody Manager may Delegate shall place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain a Fund's Foreign Assets with an Eligible Foreign Custodian, Custodian in accordance with the Foreign Global Custody Manager shall determine Network Listing PROVIDED that the Foreign Delegate shall have determined that the Fund's Assets will be subject to reasonable care, care based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, relevant market after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and its the security and data protection practices; (ii) whether Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Fund's Foreign AssetsAssets including, but not limited to, the adequacy of the Eligible Foreign Custodian's capital with regard to protecting a Fund's assets against the risk of loss due to such Eligible Foreign Custodian's insolvency; (iii) the The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agencystanding; and (iv) whether Whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the such Eligible Foreign Custodian in the United States or the such Eligible Foreign Custodian's consent to services of process in the United States, appointment of an agent for service of process in the United States or consent to jurisdiction in the United States. The Delegate shall be required to make the foregoing determinations to the best of its knowledge and belief based only on information reasonably available to it in accordance with the standard of care set forth in Section 8 of this Delegation Schedule.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to In exercising the provisions of authority delegated under this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager Agreement to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager Delegate shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country market in which the Foreign Assets will be held by that Eligible Foreign Custodianheld, after considering all factors relevant to the safekeeping of such assetsForeign Assets, including, without limitation: (i) the i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the method of keeping custodial records, and its the security and data protection practices; (ii) whether . Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign AssetsAssets and to fulfill its indemnification obligations; (iii) the . The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; andstanding; (iv) whether the . Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States; v. Whether the contract with the Eligible Foreign Custodian contains indemnification rights that match the indemnification rights of the Fund hereunder; and vi. In the case of an Eligible Foreign Custodian that is a banking institution or trust company, any additional factors and criteria set forth in APPENDIX C to this Agreement.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Fund's Foreign Custody Manager may place and maintain the Foreign Assets in the care of 11 the Eligible Foreign Custodian Custodians selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain the Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodianrelevant market, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depositoryagency, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian Custodians selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain the Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager The Delegate may place and maintain the Foreign Assets in the care of the an Eligible Foreign Custodian selected by the Foreign Custody Manager Delegate in each country listed on Schedule AAppendix A1, as amended from time to time. In performing addition, Delegate shall provide the Fund with all requisite forms and documentation to open an account in any country listed on Appendix A1 as requested by any Authorized Officer and shall assist the Fund with the filing and processing of these forms and documents. Execution of this Agreement by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets in each country listed on Appendix A1. In exercising its delegated responsibilities as a Foreign Custody Manager under this Agreement to place or and maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager Delegate shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country market in which the Foreign Assets will be held by that Eligible Foreign Custodianheld, after considering all factors relevant to the safekeeping of such assetsForeign Assets, including, without limitation:; (i) the i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the method of keeping custodial records, and its the security and data protection practices; (ii) whether . Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the . The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; andstanding; (iv) whether the . Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States; and v. In the case of an Eligible Foreign Custodian that is a banking institution or trust company, any additional factors and criteria set forth in Appendix C to this Agreement.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions ---------------------------------------- of this Section 3, the Portfolios' Fund's Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian Custodians selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain the Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the (a) For each Specified Country ---------------------------------------- in which Foreign Assets of the Funds are not held (or are not to be held) in the care custody solely by an overseas branch of a U.S. Bank, CTC shall select from among the Eligible Foreign Custodian selected by the Custodians in such Specified Country (if there are any) one or more Eligible Foreign Custody Manager Custodians in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain whose care Foreign Assets held or to be held in custody in such Specified Country may be placed and maintained, provided that CTC has determined with an respect to each such selected Eligible Foreign Custodian, the Foreign Custody Manager shall determine Custodian (i) that the Foreign Assets placed and maintained with it will be subject - to reasonable care, care based on the standards applicable to custodians in the country relevant market, and (ii) that any custody arrangement with such Eligible -- Foreign Custodian will be governed by a written contract containing the provisions specified in Section 3.1(c) below which the will provide reasonable care for such Foreign Assets will be held by that based on the standards applicable to custodians in the relevant market. (b) In making with respect to any Eligible Foreign CustodianCustodian the determination required by Section 3.1(a)(i) above, after considering CTC shall consider all factors that it deems relevant to the safekeeping of Foreign Assets by such assets, Eligible Foreign Custodian including, without limitation: (i) the such Eligible Foreign Custodian's practices, procedures, procedures and internal controls, including, but not limited to, the physical protections protection available for certificated securities (if applicable)securities, its methods the method of keeping custodial records, and its security and data protection practices; (ii) whether the such Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Foreign AssetsAssets of the Funds placed in its care; (iii) the general standing and reputation of such Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether each Fund whose Foreign Assets are placed in the Fund care of such Eligible Foreign Custodian will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodianit, due to, for example, such as by virtue of the existence of any offices of the Eligible Foreign Custodian having an office in the United States States, or having otherwise submitted to jurisdiction in the Eligible Foreign Custodian's consent to United States, or having appointed an agent for the service of process in the United States. (c) CTC shall not with respect to any written contract with any Eligible Foreign Custodian make the determination required by Section 3.1(a)(ii) above unless such contract contains at least (i) provisions that provide: - (A) for indemnification or insurance (or any combination of the foregoing) such that the Funds will be adequately protected against the risk of loss of Foreign Assets held in accordance with such contract; (B) that Foreign Assets in the care of such Eligible Foreign Custodian will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Eligible Foreign Custodian except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; (C) that beneficial ownership of Foreign Assets in the care of such Eligible Foreign Custodian will be freely transferable without the payment of money or value to such Eligible Foreign Custodian other than for safe custody or administration; (D) that adequate records will be maintained identifying the Foreign Assets of the Funds in the care of such Eligible Foreign Custodian either as belonging to the Funds or as being held by a third party for their benefit; (E) that the independent public accountants of any Fund whose Foreign Assets are in the care of such Eligible Foreign Custodian will be given access to such records (concerning such Foreign Assets) or confirmation of the contents of such records; and (F) that such Eligible Foreign Custodian will provide, for delivery to any Fund whose Foreign Assets are in its care, sufficient and timely periodic reports with respect to the safekeeping of such Foreign Assets, including, but not limited to, notification of any transfer to or from such Fund's account or a third party account containing such Foreign Assets; or (ii) in lieu of any or all of the foregoing provisions (the -- "Omitted Provisions"), such other provisions as CTC may determine will provide, in their entirety, the same or greater level of care for the Foreign Assets in the care of such Eligible Foreign Custodian as the Omitted Provisions in their entirety.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section Article 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's ’s practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's ’s general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's ’s or clearing agency's ’s operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's ’s consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the (a) For each Specified Country in which Foreign Assets of the Funds are not held (or are not to be held) in the care custody solely by an overseas branch of a U.S. Bank, CTC shall select from among the Eligible Foreign Custodian selected by the Custodians in such Specified Country (if there are any) one or more Eligible Foreign Custody Manager Custodians in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain whose care Foreign Assets held or to be held in custody in such Specified Country may be placed and maintained, provided that CTC has determined with an respect to each such selected Eligible Foreign Custodian, the Foreign Custody Manager shall determine Custodian (i) that the Foreign Assets placed and maintained with it will be subject to reasonable care, care based on the standards applicable to custodians in the country relevant market, and (ii) that any custody arrangement with such Eligible Foreign Custodian will be governed by a written contract containing the provisions specified in Section 3.1(c) below which the will provide reasonable care for such Foreign Assets will be held by that based on the standards applicable to custodians in the relevant market. (b) In making with respect to any Eligible Foreign CustodianCustodian the determination required by Section 3.1(a)(i) above, after considering CTC shall consider all factors that it deems relevant to the safekeeping of Foreign Assets by such assets, Eligible Foreign Custodian including, without limitation: (i) the such Eligible Foreign Custodian's practices, procedures, procedures and internal controls, including, but not limited to, the physical protections protection available for certificated securities (if applicable)securities, its methods the method of keeping custodial records, and its security and data protection practices; (ii) whether the such Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Foreign AssetsAssets of the Funds placed in its care; (iii) the general standing and reputation of such Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether each Fund whose Foreign Assets are placed in the Fund care of such Eligible Foreign Custodian will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodianit, due to, for example, such as by virtue of the existence of any offices of the Eligible Foreign Custodian having an office in the United States States, or having otherwise submitted to jurisdiction in the Eligible Foreign Custodian's consent to United States, or having appointed an agent for the service of process in the United States. (c) CTC shall not with respect to any written contract with any Eligible Foreign Custodian make the determination required by Section 3.1(a)(ii) above unless such contract contains at least (i) provisions that provide: (A) for indemnification or insurance (or any combination of the foregoing) such that the Funds will be adequately protected against the risk of loss of Foreign Assets held in accordance with such contract; (B) that Foreign Assets in the care of such Eligible Foreign Custodian will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Eligible Foreign Custodian except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; (C) that beneficial ownership of Foreign Assets in the care of such Eligible Foreign Custodian will be freely transferable without the payment of money or value to such Eligible Foreign Custodian other than for safe custody or administration; (D) that adequate records will be maintained identifying the Foreign Assets of the Funds in the care of such Eligible Foreign Custodian either as belonging to the Funds or as being held by a third party for their benefit; (E) that the independent public accountants of any Fund whose Foreign Assets are in the care of such Eligible Foreign Custodian will be given access to such records (concerning such Foreign Assets) or confirmation of the contents of such records; and (F) that such Eligible Foreign Custodian will provide, for delivery to any Fund whose Foreign Assets are in its care, periodic reports with respect to the safekeeping of such Foreign Assets, including, but not limited to, notification of any transfer to or from such Fund's account or a third party account containing such Foreign Assets; or (ii) in lieu of any or all of the foregoing provisions (the "Omitted Provisions"), such other provisions as CTC may determine will provide, in their entirety, the same or greater level of care for the Foreign Assets in the care of such Eligible Foreign Custodian as the Omitted Provisions in their entirety.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to In exercising the provisions of authority delegated under this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager Agreement to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager Delegate shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country market in which the Foreign Assets will be held by that Eligible Foreign Custodianheld, after considering all factors relevant to the safekeeping of such assetsForeign Assets, including, without limitation: (i) the i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the method of keeping custodial records, and its the security and data protection practices; (ii) whether . Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign AssetsAssets and to fulfill its indemnification obligations; (iii) the . The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; andstanding; (iv) whether the . Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States; v. Whether the contract with the Eligible Foreign Custodian contains indemnification rights that match the indemnification rights of the Fund hereunder; and vi. In the case of an Eligible Foreign Custodian that is a banking institution or trust company, any additional factors and criteria set forth in Appendix C to this Agreement.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager The Delegate may place and maintain the Foreign Assets in the care of the an Eligible Foreign Custodian selected by the Foreign Custody Manager Delegate in each country listed on Schedule AAppendix A1, as amended from time to time. In performing addition, Delegate shall provide the Fund with all requisite forms and documentation to open an account in any country listed on Appendix A1 as requested by any Authorized Officer and shall assist the Fund with the filing and processing of these forms and documents. Execution of this Agreement by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets in each country listed on Appendix A1. In exercising its delegated responsibilities as Foreign Custody Manager a foreign custody manager under this Agreement to place or and maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager Delegate shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country market in which the Foreign Assets will be held by that Eligible Foreign Custodianheld, after considering all factors relevant to the safekeeping of such assetsForeign Assets, including, without limitation:; (i) the i. The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the method of keeping custodial records, and its the security and data protection practices; (ii) whether . Whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the . The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; andstanding; (iv) whether the . Whether Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States; and v. In the case of an Eligible Foreign Custodian that is a banking institution or trust company, any additional factors and criteria set forth in Appendix C to this Agreement.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the (a) For each Specified Country in which Foreign Assets of the Funds are not held (or are not to be held) in the care custody solely by an overseas branch of a U.S. Bank, CTC shall select from among the Eligible Foreign Custodian selected by the Custodians in such Specified Country (if there are any) one or more Eligible Foreign Custody Manager Custodians in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain whose care Foreign Assets held or to be held in custody in such Specified Country may be placed and maintained, provided that CTC has determined with an respect to each such selected Eligible Foreign Custodian, the Foreign Custody Manager shall determine Custodian (I) that the Foreign Assets placed and maintained with it will be subject to reasonable care, care based on the standards applicable to custodians in the country relevant market, and (II) that any custody arrangement with such Eligible Foreign Custodian will be governed by a written contract containing the provisions specified in Section 3.1(c) below which the will provide reasonable care for such Foreign Assets will be held by that based on the standards applicable to custodians in the relevant market. (b) In making with respect to any Eligible Foreign CustodianCustodian the determination required by Section 3.1(a)(i) above, after considering CTC shall consider all factors that it deems relevant to the safekeeping of Foreign Assets by such assets, Eligible Foreign Custodian including, without limitation: (i) the such Eligible Foreign Custodian's practices, procedures, procedures and internal controls, including, but not limited to, the physical protections protection available for certificated securities (if applicable)securities, its methods the method of keeping custodial records, and its security and data protection practices; (ii) whether the such Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Foreign AssetsAssets of the Funds placed in its care; (iii) the general standing and reputation of such Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether each Fund whose Foreign Assets are placed in the Fund care of such Eligible Foreign Custodian will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodianit, due to, for example, such as by virtue of the existence of any offices of the Eligible Foreign Custodian having an office in the United States States, or having otherwise submitted to jurisdiction in the Eligible Foreign Custodian's consent to United States, or having appointed an agent for the service of process in the United States. (c) CTC shall not with respect to any written contract with any Eligible Foreign Custodian make the determination required by Section 3.1(a)(ii) above unless such contract contains at least (i) provisions that provide: (A) for indemnification or insurance (or any combination of the foregoing) such that the Funds will be adequately protected against the risk of loss of Foreign Assets held in accordance with such contract; (B) that Foreign Assets in the care of such Eligible Foreign Custodian will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Eligible Foreign Custodian except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; (C) that beneficial ownership of Foreign Assets in the care of such Eligible Foreign Custodian will be freely transferable without the payment of money or value to such Eligible Foreign Custodian other than for safe custody or administration; (D) that adequate records will be maintained identifying the Foreign Assets of the Funds in the care of such Eligible Foreign Custodian either as belonging to the Funds or as being held by a third party for their benefit; (E) that the independent public accountants of any Fund whose Foreign Assets are in the care of such Eligible Foreign Custodian will be given access to such records (concerning such Foreign Assets) or confirmation of the contents of such records; and (F) that such Eligible Foreign Custodian will provide, for delivery to any Fund whose Foreign Assets are in its care, periodic reports with respect to the safekeeping of such Foreign Assets, including, but not limited to, notification of any transfer to or from such Fund's account or a third party account containing such Foreign Assets; or (II) in lieu of any or all of the foregoing provisions (the "Omitted Provisions"), such other provisions as CTC may determine will provide, in their entirety, the same or greater level of care for the Foreign Assets in the care of such Eligible Foreign Custodian as the Omitted Provisions in their entirety.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Trust's Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv) whether the Fund Trust will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the (a) For each Specified Country ---------------------------------------- in which Foreign Assets of the Funds are not held (or are not to be held) in the care custody solely by an overseas branch of a U.S. Bank, CTC shall select from among the Eligible Foreign Custodian selected by the Custodians in such Specified Country (if there are any) one or more Eligible Foreign Custody Manager Custodians in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain whose care Foreign Assets held or to be held in custody in such Specified Country may be placed and maintained, provided that CTC has determined with an respect to each such selected Eligible Foreign Custodian, the Foreign Custody Manager shall determine Custodian (i) that the Foreign Assets placed and maintained with it will be subject to reasonable care, care based on the standards applicable to custodians in the country relevant market, and (ii) that any custody arrangement with such Eligible Foreign Custodian will be governed by a written contract containing the provisions specified in Section 3.1(c) below (or, in the case of a Foreign Securities Depository, by such a contract, by the rules or established practices or procedures of the depository, or by any combination of the foregoing) which the will provide reasonable care for such Foreign Assets will be held by that based on the standards applicable to custodians in the relevant market. (b) In making with respect to any Eligible Foreign CustodianCustodian the determination required by Section 3.1(a)(i) above, after considering CTC shall consider all factors that it deems relevant to the safekeeping of Foreign Assets by such assets, Eligible Foreign Custodian including, without limitation: (i) the such Eligible Foreign Custodian's practices, procedures, procedures and internal controls, including, but not limited to, the physical protections protection available for certificated securities (if applicable)securities, its methods the method of keeping custodial records, and its security and data protection practices; (ii) whether the such Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for the Foreign AssetsAssets of the Funds placed in its care; (iii) the general standing and reputation of such Eligible Foreign Custodian's general reputation and standing Custodian and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Foreign Securities Depository, the foreign securities depository's or clearing agency's its operating history and the number of participants in the foreign securities depository or clearing agencyparticipants; and (iv) whether each Fund whose Foreign Assets are placed in the Fund care of such Eligible Foreign Custodian will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodianit, due to, for example, such as by virtue of the existence of any offices of the Eligible Foreign Custodian having an office in the United States States, or having otherwise submitted to jurisdiction in the Eligible Foreign Custodian's consent to United States, or having appointed an agent for the service of process in the United States. (c) CTC shall not with respect to any written contract with any Eligible Foreign Custodian make the determination required by Section 3.1(a)(ii) above unless such contract contains at least (i) provisions that provide: (A) for indemnification or insurance (or any combination of the foregoing) such that the Funds will be adequately protected against the risk of loss of Foreign Assets held in accordance with such contract; (B) that Foreign Assets in the care of such Eligible Foreign Custodian will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such Eligible Foreign Custodian except a claim of payment for their safe custody or administration or, in the case of cash deposits, liens or rights in favor of creditors of such Eligible Foreign Custodian arising under bankruptcy, insolvency or similar laws; (C) that beneficial ownership of Foreign Assets in the care of such Eligible Foreign Custodian will be freely transferable without the payment of money or value to such Eligible Foreign Custodian other than for safe custody or administration; (D) that adequate records will be maintained identifying the Foreign Assets of the Funds in the care of such Eligible Foreign Custodian either as belonging to the Funds or as being held by a third party for their benefit; (E) that the independent public accountants of any Fund whose Foreign Assets are in the care of such Eligible Foreign Custodian will be given access to such records (concerning such Foreign Assets) or confirmation of the contents of such records; and (F) that such Eligible Foreign Custodian will provide, for delivery to any Fund whose Foreign Assets are in its care, sufficient and timely periodic reports with respect to the safekeeping of such Foreign Assets, including, but not limited to, notification of any transfer to or from such Fund's account or a third party account containing such Foreign Assets; or (ii) in lieu of any or all of the foregoing provisions (the "Omitted Provisions"), such other provisions as CTC may determine will provide, in their entirety, the same or greater level of care for the Foreign Assets in the care of such Eligible Foreign Custodian as the Omitted Provisions in their entirety.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may The Delegate shall place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Fund's Assets with an Eligible Foreign CustodianCustodian in each jurisdiction to which this Agreement applies and as to which it has received an Instruction to hold Fund's Assets. Before placing the Fund's Assets with an Eligible Foreign Custodian that is not a Compulsory Securities Depository, the Foreign Custody Manager Delegate shall determine have determined that the Foreign each Fund's Assets will be subject to reasonable care, care based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, relevant market after considering all factors relevant to the safekeeping of such assets, including, assets including without limitation: (i) the The Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods the controls and procedures for dealing with any Securities Depository, the method of keeping custodial records, and its the security and data protection practices; ; (ii) whether Whether the Eligible Foreign Custodian has the requisite financial strength to provide reasonable care for Foreign each Fund's Assets; (iii) the The Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agencyparticipants; and and (iv) whether the Whether each Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the such Eligible Foreign Custodian in the United States or the such Eligible Foreign Custodian's consent to appointment of an agent for service of process in the United States or consent to jurisdiction in the United States. Although the Delegate shall place and maintain the Fund's Assets with Compulsory Securities Depositories upon receipt of Instructions from the Fund's representatives, the Delegate shall not be responsible for, or liable for any loss in connection with, the selection of any such Depository.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i1) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii2) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii3) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; and (iv4) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.

SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section Article 3, the Portfolios' Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation: (i) the Eligible Foreign Custodian's practices, procedures, and internal controls, including, but not limited to, the physical protections available for certificated securities (if applicable), its methods of keeping custodial records, and its security and data protection practices; (ii) whether the Eligible Foreign Custodian has the financial strength to provide reasonable care for Foreign Assets; (iii) the Eligible Foreign Custodian's general reputation and standing and, in the case of a foreign securities depository or clearing agency which is not a Mandatory Securities Depository, the foreign securities depository's or clearing agency's operating history and the number of participants in the foreign securities depository or clearing agency; , and (iv) whether the Fund will have jurisdiction over and be able to enforce judgments against the Eligible Foreign Custodian, such as by virtue of the existence of any offices officers of the Eligible Foreign Custodian in the United States or the Eligible Foreign Custodian's consent to service of process in the United States.