Common use of SUB-CUSTODIANS AND DEPOSITORIES Clause in Contracts

SUB-CUSTODIANS AND DEPOSITORIES. With Principal's advance written approval, as provided in Paragraph 5.(c) of this Agreement, Custodian may from time to time retain one or more Sub-Custodians and Depositories to hold Securities hereunder. (a) Custodian shall exercise reasonable care in the selection of Sub-Custodians and Depositories. In making its selection, Custodian shall consider (i) the Sub-Custodian's or Depository's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services, (ii) whether the Sub-Custodian or Depository would provide a level of safeguards for safekeeping and custody of Securities not materially different from those prevailing in the U.S., (iii) whether the Sub-Custodian or Depository has branch offices in the U.S. in order to facilitate jurisdiction over and enforcement of judgments against it, and (iv) in the case of a Depository, the number of its participants and its operating history. (b) Custodian shall give written notice to Principal of its intention to deposit Securities with a Sub-Custodian or (directly or through a Sub-Custodian) with a Depository. The notice shall identify the proposed Sub-Custodian or Depository and shall include reasonably available information relied on by Custodian in making the selection. (c) Within 30 days of its receipt of a notice from Custodian pursuant to Paragraph 5.(b) of this Agreement regarding Custodian's proposed selection of one or more Sub-Custodians or Depositories, Principal shall give written notice to Custodian of Principal's approval or disapproval of the proposed selection. If Principal has not responded within 30 days of receipt of Custodian's request for approval of a Sub-Custody, Principal will be deemed to have approved such Sub-Custody. Principal hereby approves Custodian's retention of those Sub-Custodians and Depositories, if any, which are identified in Appendix A of this Agreement. (d) Custodian shall evaluate and determine at least annually the continued eligibility of each Sub-Custodian and Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor continuously the day to day services and reports provided by each Sub-Custodian or Depository, (ii) at least annually, obtain and review the annual financial report published by such Sub-Custodian or Depository and any reports on such Sub-Custodian or Depository prepared by a reputable independent analyst, (iii) at least triennially, physically inspect the operations of such Sub-Custodian or Depository and (iv) Custodian shall provide Principal with a report of its annual review of each Sub-Custodian and Depository. (e) If Custodian determines that any Sub-Custodian or Depository no longer satisfies the applicable requirements described in Paragraph 1. (b) (in the case of a Depository) or Paragraph 1. (e) (in the case of a Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified to perform the functions contemplated herein, Custodian shall promptly give written notice thereof to Principal. The notice shall, in addition, either (i) indicate Custodian's intention to transfer Securities held by the removed Sub-Custodian or Depository to another Sub-Custodian or Depository previously approved by Principal, or (ii) include a notice pursuant to Paragraph 5.(b) of this Agreement of Custodian's intention to deposit Securities with a new Sub-Custodian or Depository.

SUB-CUSTODIANS AND DEPOSITORIES. With Principal's advance written approval, as provided in Paragraph 5.(c) paragraph 5C of this Agreementthe agreement, Custodian may from time to time retain one or more Sub-Custodians and Depositories to hold Securities hereunder. (a) Custodian shall exercise reasonable care in the selection of Sub-Custodians and Depositories. In making its selection, Custodian shall consider (i) the Sub-Custodian's or Depository's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services, (ii) whether the Sub-Custodian or Depository would provide a level of safeguards for safekeeping and custody of Securities not materially different from those prevailing in the U.S., (iii) whether the Sub-Custodian or Depository has branch offices in the U.S. in order to facilitate jurisdiction over and enforcement of judgments against it, and (iv) in the case of a Depository, the number of its participants and its operating history. (b) Custodian shall give written notice to Principal of its intention is authorized and directed to deposit Securities with a each Sub-Custodian or (directly or through a Sub-Custodian) with each Depository listed in Schedule B. If Custodian wishes to deposit Securities with a DepositorySub-Custodian or Depository not listed in Schedule B, Custodian shall give Principal written notice of its intention to do so. The notice shall identify the proposed Sub-Custodian or Depository and shall include reasonably reasonable available information relied on by Custodian in making the selection. (c) Within 30 days of its receipt of a notice from Custodian pursuant to Paragraph 5.(b5 (b) of this Agreement regarding Custodian's proposed selection of one or more Sub-Custodians or Depositories, Principal shall give written notice to Custodian of Principal's approval or disapproval of the proposed selection. If Such selection shall be deemed approved if Principal has does not responded respond within 30 days of receipt of Custodian's request for approval of a Sub-Custody, Principal will be deemed to have approved such Sub-Custody. Principal hereby approves Custodian's retention of those Sub-Custodians and Depositories, if any, which are identified in Appendix A of this Agreementnotice. (d) Custodian shall evaluate and determine at least annually the continued eligibility of each Sub-Custodian and Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor continuously the day to day services and reports provided by each Sub-Custodian or Depository, (ii) at least annually, obtain and review the annual financial report published by such Sub-Custodian or Depository and any reports on such Sub-Custodian or Depository prepared by a reputable independent analyst, (iii) at least triennially, physically inspect the operations of such Sub-Custodian or Depository and (iv) Custodian shall provide Principal with a report of its annual review of each Sub-Custodian and Depository. (e) If Custodian determines that any Sub-Custodian or Depository no longer satisfies the applicable requirements described in Paragraph 1. (bl(b) (in the case of a Depository) or Paragraph 1. (el(e) (in the case of a Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified to perform the functions contemplated herein, Custodian shall promptly give written notice thereof to Principal. The notice shall, in addition, either (i) indicate Custodian's intention to transfer Securities held by the removed Sub-Custodian or Depository to another Sub-Custodian or Depository previously approved by Principal, or (ii) include a notice pursuant to Paragraph 5.(b5(b) of this Agreement of Custodian's intention to deposit Securities with a new Sub-Custodian or Depository.

SUB-CUSTODIANS AND DEPOSITORIES. With Principal's advance written approval3.1 Subject to the following conditions, as provided the Custodian may appoint sub-custodians for the purpose of providing for the safekeeping of Portfolio Securities located outside Canada: 3.1.1 the Custodian shall act in Paragraph 5.(c) accordance with its Standard of Care in the selection or retention of a sub-custodian in light of prevailing rules, practices and procedures and circumstances in the relevant market; 3.1.2 any sub-custodians so appointed shall enter into sub-custodianship agreements with the Custodian to provide for the safekeeping of the Portfolio Securities on terms and conditions substantially similar to the terms and conditions of this Agreement, Custodian may in accordance with Securities Legislation in effect from time to time retain one and, further, in accordance with the laws of the country where the sub-custodian is located; 3.1.3 the sub-custodianship agreements shall provide that a Fund may enforce its rights directly or more require the Custodian or a sub-custodian to enforce rights on behalf of the Fund in respect of the sub-custodianship agreements and the Portfolio Securities held thereunder; 3.1.4 other than in respect of the appointment of persons or companies that, from time to time, are part of the international network of sub-custodians within the organization of the Custodian (the “Network Sub-Custodians”), prior to the appointment of a sub-custodian by the Custodian, the Custodian shall obtain a Fund's written consent to the appointment of the sub-custodian; 3.1.5 provided a current list of the Network Sub-Custodians is delivered by the Custodian from time to time, the Custodian may appoint Network Sub-Custodians listed thereon; 3.1.6 prior to the delegation of its custodial authority by a sub-custodian, the prior written consent of the Custodian and Depositories a Fund must be obtained and such consent shall specify the specific custodial appointments which are to hold be made by the sub- custodian; and 3.1.7 any sub-custodian appointed by or under the authority of the Custodian shall be a sub-custodian qualified to so act under NI 81-102 and meet the guidelines prescribed by Securities hereunderLegislation from time to time. 3.2 The Custodian shall, on a periodic basis, but not less frequently than annually: 3.2.1 review the Agreement and all sub-custodian agreements of the Funds to ensure that the Agreement and the sub-custodian agreements comply with Securities Legislation; 3.2.2 make reasonable enquiries as to whether each sub-custodian is qualified under Securities Legislation to so act; and 3.2.3 make or cause to be made any changes that may be necessary to ensure that: (a) the Agreement and all sub-custodian agreements are in compliance with Securities Legislation; and (b) all sub-custodians appointed by or under its authority comply with such Securities Legislation. 3.3 The Custodian agrees that the provisions of any agreement between it and a sub-custodian relating to a Fund’s Investment Account shall comply with the provisions of NI 81-102. With respect to any Losses incurred by a Fund as a result of the acts or the failure to act by any sub- custodian (other than an affiliate of the Custodian), the Custodian shall exercise reasonable care take appropriate action to recover such Losses from such sub-custodian, and the Custodian’s sole responsibility and liability to such Fund, including Losses resulting from insolvency, shall be limited to amounts so received from such sub-custodian (exclusive of costs and expenses incurred by the Custodian) provided it has complied with the provisions of this Agreement. 3.4 The Custodian shall, within 60 days following the end of each financial year of the Funds, advise the Manager in the selection writing of Sub-Custodians and Depositories. In making its selection, Custodian shall consider (i) the Subnames and addresses of all sub-Custodian's custodians appointed by or Depository's financial strength, general reputation and standing in the country in which it is located, under its ability to provide efficiently the custodial services required, and the relative cost of such servicesauthority, (ii) whether the SubAgreement and the sub-Custodian or Depository would provide a level of safeguards for safekeeping custodian agreements comply with Securities Legislation, and custody of Securities not materially different from those prevailing in the U.S., (iii) whether, to the best of its knowledge and belief after making reasonable inquiry, whether the Subit and such sub-Custodian or Depository has branch offices in the U.S. in order custodians comply with Securities Legislation from time to facilitate jurisdiction over and enforcement of judgments against ittime, and (iv) in such report shall be filed by the case of a Depository, Manager with the number of its participants and its operating history. (b) Custodian shall give written notice to Principal of its intention to deposit Securities with a Sub-Custodian or (directly or through a Sub-Custodian) with a Depository. The notice shall identify the proposed Sub-Custodian or Depository and shall include reasonably available information relied on by Custodian in making the selection. (c) Within 30 days of its receipt of a notice from Custodian pursuant to Paragraph 5.(b) of this Agreement regarding Custodian's proposed selection of one or more Sub-Custodians or Depositories, Principal shall give written notice to Custodian of Principal's approval or disapproval of the proposed selection. If Principal has not responded Authorities within 30 days following the filing of receipt of Custodian's request for approval of a Sub-Custody, Principal will be deemed to have approved such Sub-Custody. Principal hereby approves Custodian's retention of those Sub-Custodians and Depositories, if any, which are identified in Appendix A of this Agreement. (d) Custodian shall evaluate and determine at least annually the continued eligibility of each Sub-Custodian and Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor continuously the day to day services and reports provided by each Sub-Custodian or Depository, (ii) at least annually, obtain and review the annual financial report published statements of the Funds. The Manager confirms that the financial year end of the Funds is December 31, and agrees to advise the Custodian of any change in the Funds’ financial year to allow the Custodian to discharge its reporting obligations described herein. The Custodian acknowledges and agrees that copies of such reports may be filed by such Subthe Funds with the Securities Authorities from time to time. 3.5 The Custodian may arrange for the deposit and delivery of eligible Portfolio Securities with CDS Clearing and Depository Services Inc. or any other domestic or foreign depository or clearing agency which is incorporated or organized under the laws of a country or a jurisdiction within a country and is duly authorized to operate a Book-Based System in that country or is duly authorized to operate a transnational Book-Based System. The Custodian or Depository and sub-custodian shall ensure that the records of any reports on such Sub-Custodian or Depository prepared by a reputable independent analyst, (iii) at least triennially, physically inspect the operations of such Sub-Custodian or Depository and (iv) Custodian shall provide Principal with a report of its annual review of each Sub-Custodian and Depository. (e) If Custodian determines that any Sub-Custodian or Depository no longer satisfies the applicable requirements described in Paragraph 1. (b) (participants in the case Book-Based System or of a Depository) the Custodian contain an account number or Paragraph 1. (e) (other designation sufficient to show that the beneficial ownership of the Portfolio Securities is vested in the case of a Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified to perform the functions contemplated herein, Custodian shall promptly give written notice thereof to Principal. The notice shall, in addition, either (i) indicate Custodian's intention to transfer Securities held by the removed Sub-Custodian or Depository to another Sub-Custodian or Depository previously approved by Principal, or (ii) include a notice pursuant to Paragraph 5.(b) of this Agreement of Custodian's intention to deposit Securities with a new Sub-Custodian or Depositoryapplicable Fund.

SUB-CUSTODIANS AND DEPOSITORIES. With Principal's advance written approval, as provided in Paragraph 5.(c) of this Agreement, Custodian may from time to time retain one or more Sub-Custodians and Depositories to hold Securities hereunder. (a) Custodian shall exercise reasonable care in the selection of Sub-Custodians and Depositories. In making its selection, Custodian shall consider (i) the Sub-Custodian's or Depository's financial strength, general reputation and standing in the country in which it is locatedstanding, its ability to provide efficiently the custodial services required, required and the relative cost of such services, (ii) whether the Sub-Custodian or Depository would provide a level of safeguards for safekeeping and custody of Securities not materially different from those prevailing in the U.S., (iii) whether the Sub-Custodian or Depository has branch offices in the U.S. in order to facilitate jurisdiction over and enforcement of judgments against it, and (iv) in . In the case of a Depository, the Custodian shall consider the number of its participants and its operating history. (b) Custodian shall give written notice to Principal of its intention to deposit Securities with a Sub-Custodian or (directly or through a Sub-Custodian) with a Depository. The notice shall identify the proposed Sub-Custodian or Depository and shall include reasonably available information relied on by Custodian in making the selection. Upon request Custodian will make available to Principal policy documents relating to Sub-Custodian selection within 30 days. (c) Within 30 days of its receipt of a notice from Custodian pursuant to Paragraph 5.(b5(b) of this Agreement regarding Custodian's proposed selection of one or more Sub-Custodians or Depositories, Principal shall give written notice to Custodian of Principal's approval or disapproval of the proposed selection. If Principal has not responded within 30 days of receipt of Custodian's request for approval of a Sub-Custody, Principal will be deemed to have approved such Sub-Custody. Principal hereby approves Custodian's retention of those Sub-Custodians and Depositories, if any, which are identified in Appendix A of this Agreement. (d) Custodian shall evaluate and determine at least annually the continued eligibility of each Sub-Custodian and Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor continuously the day to day services and reports provided by each Sub-Custodian or Depository, (ii) at least annually, annually obtain and review the annual financial report published by such Sub-Custodian or Depository and any reports on such Sub-Custodian or Depository prepared by a reputable independent analyst, (iii) at least triennially, physically inspect the operations of such Sub-Custodian or Depository and (iv) Custodian shall provide Principal with a report of its annual review of each Sub-Custodian and Depository. (e) If Any arrangement between Custodian determines that any and a Sub-Custodian or Depository no longer satisfies will comply with Rule 17f-4 of the applicable requirements described in Paragraph 11940 Act. (b) (in the case of a Depository) or Paragraph 1. (e) (in the case of a Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified to perform the functions contemplated herein, Custodian shall promptly give written notice thereof to Principal. The notice shall, in addition, either (i) indicate Custodian's intention to transfer Securities held by the removed Sub-Custodian or Depository to another Sub-Custodian or Depository previously approved by Principal, or (ii) include a notice pursuant to Paragraph 5.(b) of this Agreement of Custodian's intention to deposit Securities with a new Sub-Custodian or Depository.

SUB-CUSTODIANS AND DEPOSITORIES. With Principal's advance written approval, as provided pro- vided in Paragraph 5.(c5(c) of this Agreement, Custodian may from time to time retain one or more Sub-Custodians and Depositories to hold Securities hereunderhere- under. (a) Custodian shall exercise reasonable care in the selection of Sub-Sub- Custodians and Depositories. In making its selection, Custodian shall consider (i) the Sub-Custodian's or Depository's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services, (ii) whether the Sub-Custodian or Depository would provide a level of safeguards for safekeeping and custody of Securities not materially different from those prevailing in the U.S., (iii) whether the Sub-Custodian or Depository has branch offices in the U.S. in order to facilitate jurisdiction over and enforcement of judgments against it, and (iv) in the case of a Depository, the number of its participants and its operating history. (b) Custodian shall give written notice to Principal of its intention to deposit Securities with a Sub-Custodian or (directly or through a Sub-Sub- Custodian) with a Depository. The notice shall identify the proposed Sub-Sub- Custodian or Depository and shall include reasonably available information relied on by Custodian in making the selectionselection and, where applicable, a copy of the proposed form of agreement with the Sub-Custodian or Depository. (c) Within 30 days of its receipt of a notice from Custodian pursuant to Paragraph 5.(b5(b) of this Agreement regarding Custodian's proposed selection of one or more Sub-Custodians or Depositories, Principal shall give written notice to Custodian of Principal's approval or disapproval of the proposed selection. If Principal has not responded within 30 days of receipt of Custodian's request for approval of a Sub-Custody, Principal will be deemed to have approved such Sub-Custody. Principal hereby approves Custodian's retention of those Sub-Custodians and Depositories, if any, which are that have been identified in Appendix A to it by Custodian prior to Principal's execution of this Agreement., as referred to in Appendix A. (d) Custodian shall evaluate and determine at least annually the continued eligibility of each Sub-Custodian and Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor continuously the day to day services and reports provided by each Sub-Sub- Custodian or Depository, (ii) at least annually, obtain and review the annual financial report published by such Sub-Custodian or Depository and any reports on such Sub-Custodian or Depository prepared by a reputable independent analyst, (iii) at least triennially, physically inspect the operations of such Sub-Sub- Custodian or Depository and (iv) Custodian shall provide Principal client with a report of its annual review of each Sub-Custodian and Depositoryreview. (e) If Custodian determines that any Sub-Custodian or Depository no longer satisfies the applicable requirements described in Paragraph 1. (b1(b) (in the case of a Depository) or Paragraph 1. (e) (in the case of a Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified to perform the functions contemplated herein, Custodian shall promptly give written notice thereof to Principal. The notice shall, in addition, either (i) indicate Custodian's intention to transfer Securities held by the removed Sub-Custodian or Depository to another Sub-Custodian or Depository previously approved by Principal, or (ii) include a notice pursuant to Paragraph 5.(b) of this Agreement of Custodian's intention to deposit Securities with a new Sub-Custodian or Depository.

SUB-CUSTODIANS AND DEPOSITORIES. With Principal's advance written approval, as provided in Paragraph 5.(c5(c) of this Agreement, Custodian may from time to time retain one or more Sub-Custodians and Depositories to hold Securities hereunder. (a) Custodian shall exercise reasonable care in the selection of Sub-Custodians and Depositories. In making its selection, Custodian shall consider (i) the Sub-Custodian's or Depository's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services, (ii) whether the Sub-Custodian or Depository would provide a level of safeguards for safekeeping and custody of Securities not materially different from those prevailing in the U.S., (iii) whether the Sub-Custodian or Depository has branch offices in the U.S. in order to facilitate jurisdiction over and enforcement of judgments against it, and (iv) in the case of a Depository, the number of its participants and its operating history. (b) Custodian shall give written notice to Principal of its intention to deposit Securities with a Sub-Custodian or (directly or through a Sub-Custodian) with a Depository. The notice shall identify the proposed Sub-Custodian or Depository and shall include reasonably available information relied on by Custodian in making the selection. (c) Within 30 days of its receipt of a notice from Custodian pursuant to Paragraph 5.(b5(b) of this Agreement regarding Custodian's proposed selection of one or more Sub-Custodians or Depositories, Principal shall give written notice to Custodian of Principal's approval or disapproval of the proposed selection. If Principal has not responded within 30 days of receipt of Custodian's request for approval of a Sub-Custody, Principal will be deemed to have approved such Sub-Custody. Principal hereby approves Custodian's retention of those Sub-Custodians and Depositories, if any, which are identified in Appendix A of this Agreement. (d) Custodian shall evaluate and determine at least annually the continued eligibility of each Sub-Custodian and Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor continuously the day to day services and reports provided by each Sub-Custodian or Depository, (ii) at least annually, obtain and review the annual financial report published by such Sub-Custodian or Depository and any reports on such Sub-Custodian or Depository prepared by a reputable independent analyst, (iii) at least triennially, physically inspect the operations of such Sub-Custodian or Depository and (iv) Custodian shall provide Principal with a report of its annual review of each Sub-Custodian and Depository. (e) If Custodian determines that any Sub-Custodian or Depository no longer satisfies the applicable requirements described in Paragraph 1. (b1(b) (in the case of a Depository) or Paragraph 1. (e1(e) (in the case of a Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified to perform the functions contemplated herein, Custodian shall promptly give written notice thereof to Principal. The notice shall, in addition, either (i) indicate Custodian's intention to transfer Securities held by the removed Sub-Custodian or Depository to another Sub-Custodian or Depository previously approved by Principal, or (ii) include a notice pursuant to Paragraph 5.(b) of this Agreement of Custodian's intention to deposit Securities with a new Sub-Custodian or Depository.to

SUB-CUSTODIANS AND DEPOSITORIES. With Principal's advance written approval, as provided in Paragraph 5.(c5(c) of this Agreement, Custodian may from time to time retain one or more Sub-Custodians and Depositories to hold Securities hereunder. (a) Custodian shall exercise reasonable care in the selection of Sub-Custodians and Depositories. In making its selection, Custodian shall consider (i) the Sub-Custodian's or Depository's financial strength, general reputation and standing in the country in which it is located, its ability to provide efficiently the custodial services required, and the relative cost of such services, (ii) whether the Sub-Custodian or Depository would provide a level of safeguards for safekeeping and custody of Securities not materially different from those prevailing in the U.S., (iii) whether the Sub-Custodian or Depository has branch offices branches in the U.S. in order to facilitate jurisdiction over and enforcement of judgments judgements against it, and and, (iv) in the case of a Depository, the number of its participants and its operating history. (b) Custodian shall give written notice to Principal of its intention to deposit Securities with a Sub-Custodian or (directly or through a Sub-Custodian) with a Depository. The notice shall identify the proposed Sub-Custodian or Depository and shall include reasonably available information relied on by Custodian in making the selection. (c) Within 30 days of its receipt of a notice from Custodian pursuant to Paragraph 5.(b5(b) of this Agreement regarding Custodian's proposed selection of one or more Sub-Custodians or Depositories, Principal shall give written notice to Custodian of Principal's approval or disapproval of the proposed selection. If Principal has not responded within 30 days of receipt of Custodian's request for approval of a Sub-Custody, Principal will be deemed to have approved such Sub-Custody. Principal hereby approves Custodian's retention of those Sub-Custodians and Depositories, if any, which are identified in Appendix A of this Agreement. (d) Custodian shall evaluate and determine at least annually the continued eligibility of each Sub-Custodian and Depository approved by Principal to act as such hereunder. In discharging this responsibility, Custodian shall (i) monitor continuously the day to day services and reports provided by each Sub-Custodian or Depository, (ii) at least annually, obtain and review the annual financial report published by such Sub-Custodian or Depository and any reports on such Sub-Custodian or Depository prepared by a reputable independent analyst, (iii) at least triennially, physically inspect the operations of such Sub-Custodian or Depository and (iv) Custodian shall provide Principal with a report of its annual review of each Sub-Custodian and Depository. (e) If Custodian determines that any Sub-Custodian or Depository no longer satisfies the applicable requirements described in Paragraph 1. (b1(b) (in the case of a Depository) or Paragraph 1. (e1(e) (in the case of a Sub-Custodian) of this Agreement or is otherwise no longer capable or qualified to perform the functions contemplated herein, Custodian shall promptly give written notice thereof to Principal. The notice shall, in addition, either (i) indicate Custodian's intention to transfer Securities held by the removed Sub-Custodian or Depository to another Sub-Custodian or Depository previously approved by Principal, or (ii) include a notice pursuant to Paragraph 5.(b5(b) of this Agreement of Custodian's intention to deposit Securities with a new Sub-Custodian or Depository.