Common use of SUB-CUSTODIANS Clause in Contracts

SUB-CUSTODIANS. (a) The Custodian may from time to time request appointment of one or more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use of such a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians of Securities and cash owned by the Company from time to time. (b) The Custodian shall have no liability to the Company by reason of any act or omission of any Sub-Custodian approved by the Company, and the Company shall indemnify the Custodian and hold it harmless from and against any and all actions, suits, claims, losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of or in connection with the performance of any Sub-Custodian approved by the Company. The Custodian assigns to the Company any and all claims for any losses, costs, expenses, or damages that may be incurred by the Company by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the Company, or by reason of the failure of a Sub-Custodian approved by the Company to perform in accordance with any applicable agreement, including instructions of the Custodian. The Custodian shall be under no obligation to prosecute or to defend any action, suit or claim arising out of, or in connection with, the performance of any Sub-Custodian approved by the Company, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Company shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Company shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. With respect to each Sub-Custodian not approved by the Company, the Custodian shall be liable to the Company for any loss which shall occur as a result of the failure of the Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Company if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Company under this paragraph only to the extent of the Company's direct damages, to be determined based on the market value of the assets which are subject to loss and without reference to any special conditions or circumstances.

SUB-CUSTODIANS. (a) The Custodian may from time to time request appointment of one or more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use of such a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians of Securities and cash owned by the Company Trust from time to time. (b) The Custodian shall have no liability to the Company Trust by reason of any act or omission of any Sub-Custodian approved by the CompanyTrust, and the Company Trust shall indemnify the Custodian and hold it harmless from and against any and all actions, suits, claims, losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of or in connection with the performance of any Sub-Custodian approved by the CompanyTrust. The Custodian assigns to the Company Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Company Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the CompanyTrust, or by reason of the failure of a Sub-Custodian approved by the Company Trust to perform in accordance with any applicable agreement, including instructions of the Custodian. The Custodian shall be under no obligation to prosecute or to defend any action, suit or claim arising out of, or in connection with, the performance of any Sub-Custodian approved by the CompanyTrust, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Company Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Company Trust shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. With respect to each Sub-Custodian not approved by the CompanyTrust, the Custodian shall be liable to the Company Trust for any loss which shall occur as a result of the failure of the Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Company Trust if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Company Trust under this paragraph only to the extent of the CompanyTrust's direct damages, to be determined based on the market value of the assets which are subject to loss and without reference to any special conditions or circumstances.

SUB-CUSTODIANS. (a) The Custodian may from time to time request appointment of one or more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use of such a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the Company Trust from time to time. (b) The Custodian shall have no liability to the Company Trust by reason of any act or omission of any Sub-Custodian approved by the CompanyTrust, and the Company Trust shall indemnify the Custodian and hold it harmless from and against any and all actions, suits, claims, losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of or in connection with the performance of any Sub-Custodian approved by the CompanyTrust. The Custodian assigns to the Company Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Company Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the CompanyTrust, or by reason of the failure of a Sub-Custodian approved by the Company Trust to perform in accordance with any applicable agreement, including instructions of the Custodian. The Custodian shall be under no obligation to prosecute or to defend any action, suit or claim arising out of, or in connection with, the performance of any Sub-Custodian approved by the CompanyTrust, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Company Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Company Trust shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. With respect to each Sub-Custodian not approved by the CompanyTrust, the Custodian shall be liable to the Company Trust for any loss which shall occur as a result of the failure of the Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Company Trust if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Company Trust under this paragraph only to the extent of the CompanyTrust's direct damages, to be determined based on the market value of the assets which are subject to loss and without reference to any special conditions or circumstances.

SUB-CUSTODIANS. (a) The Custodian may from time to time request appointment of one or more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use of such a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the Company Trust from time to time. (b) The Custodian shall have no liability to the Company Trust by reason of any act or omission of any Sub-Custodian approved by the CompanyTrust, and the Company Trust shall indemnify the Custodian and hold it harmless from and against any and all actions, suits, claims, losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of or in connection with the performance of any Sub-Custodian approved by the CompanyTrust. The Custodian assigns to the Company Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Company Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the CompanyTrust, or by reason of the failure of a Sub-Custodian approved by the Company Trust to perform in accordance with any applicable agreement, including instructions of the Custodian. The Custodian shall be under no obligation to prosecute or to defend any action, suit or claim arising out of, or in connection with, the performance of any Sub-Custodian approved by the CompanyTrust, if, in the opinion of the Custodian's ’s counsel, such action will involve expense or liability to the Custodian. The Company Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Company Trust shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. With respect to each Sub-Custodian not approved by the CompanyTrust, the Custodian shall be liable to the Company Trust for any loss which shall occur as a result of the failure of the Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Company Trust if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Company Trust under this paragraph only to the extent of the Company's Trust’s direct damages, to be determined based on the market value of the assets which are subject to loss and without reference to any special conditions or circumstances.

SUB-CUSTODIANS. (a) The Custodian may from time to time request appointment of one or more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use of such a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians of Securities and cash owned by the Company from time to time. (b) The Custodian shall have no liability to the Company by reason of any act or omission of any Sub-Custodian selected and supervised by the Custodian with reasonable care and approved by the Company, and the Company shall indemnify the Custodian and hold it harmless from and against any and all actions, suits, claims, losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of or in connection with the performance of any Sub-Custodian approved by the Company. The Custodian assigns to the Company any and all claims for any losses, costs, expenses, or damages that may be incurred by the Company by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the Company, or by reason of the failure of a Sub-Custodian approved by the Company to perform in accordance with any applicable agreement, including instructions of the Custodian. The Custodian shall be under no obligation to prosecute or to defend any action, suit or claim arising out of, or in connection with, the performance of any Sub-Custodian approved by the Company, if, in the opinion of the Custodian's ’s counsel, such action will involve expense or liability to the Custodian. The Company shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Company shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. With respect to each Sub-Custodian not approved by the Company, the Custodian shall be liable to the Company for any loss which shall occur as a result of the failure of the Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Company if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Company under this paragraph only to the extent of the Company's ’s direct damages, to be determined based on the market value of the assets which are subject to loss and without reference to any special conditions or circumstances.

SUB-CUSTODIANS. (a) The Custodian may from time to time request appointment of one or more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use of such to appoint a Sub-Custodian, which shall be deemed a Trust approval of the appointment, the Custodian shall appoint one or more banking institutions licensed and examined by the United States or any state thereof as Sub-Custodians Custodian of Securities and cash owned by of the Company Trust from time to time. (b) ; provided, however, that the Custodian shall have requested appointment of a Sub-Custodian. The Custodian shall have no liability to the Company Trust or any other person by reason of any act or omission of any Sub-Custodian approved by the CompanyCustodian, and the Company Trust shall indemnify the Custodian and hold it harmless from and against any and all actions, suits, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of or in connection with the performance of any Sub-Custodian; provided, however, that the Custodian approved by the Company. The Custodian assigns shall, and hereby does, assign to the Company Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Company Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the CompanyCustodian, or by reason of the failure of a Sub-Custodian approved by the Company to perform in accordance with any applicable agreement, including instructions of the CustodianCustodian of the Trust. The Custodian shall be under no obligation to prosecute or to defend any action, suit or claim arising out of, or in connection with, the performance of any Sub-Custodian approved by the CompanyCustodian, if, in the opinion of the Custodian's counsel, such action will involve the Custodian in expense or liability to the Custodianliability. The Company Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Company Trust shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. With respect to each The Trust shall pay all fees and expenses of any Sub-Custodian not approved by the Company, the Custodian shall be liable to the Company for any loss which shall occur as a result of the failure of the Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Company if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Company under this paragraph only to the extent of the Company's direct damages, to be determined based on the market value of the assets which are subject to loss and without reference to any special conditions or circumstancesCustodian.

SUB-CUSTODIANS. (a) The Custodian may from time to time request appointment of one or more Sub-Custodians. Upon receipt of Written or Oral Instructions authorizing the use of such a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the Company RIC from time to time. (b) The Custodian shall have no liability to the Company RIC by reason of any act or omission of any Sub-Custodian approved by the CompanyRIC, and the Company RIC shall indemnify the Custodian and hold it harmless from and against any and all actions, suits, claims, losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising directly or indirectly out of or in connection with the performance of any Sub-Custodian approved by the CompanyRIC. The Custodian assigns to the Company RIC any and all claims for any losses, costs, expenses, or damages that may be incurred by the Company RIC by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the CompanyRIC, or by reason of the failure of a Sub-Custodian approved by the Company RIC to perform in accordance with any applicable agreement, including instructions of the Custodian. The Custodian shall be under no obligation to prosecute or to defend any action, suit or claim arising out of, or in connection with, the performance of any Sub-Custodian approved by the CompanyRIC, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Company RIC shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Company RIC shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. With respect to each Sub-Custodian not approved by the CompanyRIC, the Custodian shall be liable to the Company RIC for any loss which shall occur as a result of the failure of the Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Company RIC if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Company RIC under this paragraph only to the extent of the CompanyRIC's direct damages, to be determined based on the market value of the assets which are subject to loss and without reference to any special conditions or circumstances.