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 a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the Trust from time to time. (b) Custodian shall cause Foreign Securities and amounts of cash reasonably required to effect Trust's Foreign Securities transactions in the Custodian Account to be held in such countries or other jurisdictions as Trust shall direct in Written or Oral Instructions. Custodian may hold Foreign Securities and cash in sub-custody accounts, which shall be deemed part of the Custodian Account and which have been established by Custodian or by a Sub-Custodian with those Foreign Sub-Custodians as Trust shall approve in Written or Oral Instructions. Each Foreign Sub-Custodian is authorized to hold Foreign Securities in an account with any foreign Securities Depository as Trust shall approve in Written or Oral Instructions. The contractual agreement between the Custodian and any Foreign Sub-Custodian must provide at a minimum that the Foreign Sub-Custodian shall provide, obtain or use its best efforts to assist the Trust in obtaining information responsive to the "notes" to Rule 17f-5 under the Act with respect to (i) each country or jurisdiction where the Trust's assets are proposed to be maintained, are maintained or in the future may be maintained and (ii) each Foreign Sub-Custodian which is proposed to hold, holds or in the future may hold Foreign Securities or cash of the Trust. Notwithstanding any other provisions of this Agreement, each Foreign Sub-Custodian's undertaking to assist Trust in obtaining such information shall neither increase the Foreign Sub-Custodian's duty of care nor reduce Trust's responsibility to determine for itself the prudence of entrusting its assets to any particular Foreign Sub-Custodian or foreign Securities Depository. The Custodian shall deposit Foreign Securities and cash of the Trust with a Foreign Sub-Custodian only in an account of the Foreign Sub-Custodian which holds only assets held by Custodian as custodian for its customers. In the event that a Foreign Sub-Custodian is authorized to hold any of the Foreign Securities placed in its care in a foreign Securities Depository, Custodian will direct the Foreign Sub-Custodian to identify the Foreign Securities on the books of the foreign Securities Depository as being held for the account of Custodian as custodian for its customers. (c) The Custodian shall have no liability to the Trust by reason of any act or omission of any Sub-Custodian approved by the Trust, and the 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 Trust. The Custodian assigns to the Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the Trust, or by reason of the failure of a Sub-Custodian approved by the 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 Trust, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the 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 Trust, which may not be a Foreign Sub-Custodian, the Custodian shall be liable to the 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 Trust if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Trust under this paragraph only to the extent of the 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 a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the Trust from time to time. (b) Custodian shall cause Foreign Securities and amounts of cash reasonably required to effect Trust's Foreign Securities transactions in the Custodian Account to be held in such countries or other jurisdictions as Trust shall direct in Written or Oral Instructions. Custodian may hold Foreign Securities and cash in sub-custody accounts, which shall be deemed part of the Custodian Account and which have been established by Custodian or by a Sub-Custodian with those Foreign Sub-Custodians as Trust shall approve in Written or Oral Instructions. Each Foreign Sub-Custodian is authorized to hold Foreign Securities in an account with any foreign Securities Depository as the Trust shall approve in Written or Oral Instructions. The contractual agreement between the Custodian and any Foreign Sub-Sub- Custodian must provide at a minimum that the Foreign Sub-Custodian shall provide, obtain or use its best efforts to assist the Trust in obtaining information responsive to the "notes" to Rule 17f-5 under the 1940 Act with respect to (i) each country or jurisdiction where the Trust's assets are proposed to be maintained, are maintained or in the future may be maintained and (ii) each Foreign Sub-Custodian which is proposed to hold, holds or in the future may hold Foreign Securities or cash of the Trust. Notwithstanding any other provisions of this Agreement, each Foreign Sub-Custodian's undertaking to assist the Trust in obtaining such information shall neither increase the Foreign Sub-Custodian's duty of care nor reduce the Trust's responsibility to determine for itself the prudence of entrusting its assets to any particular Foreign Sub-Custodian or foreign Securities Depository. The Custodian shall deposit Foreign Securities and cash of the Trust with a Foreign Sub-Custodian only in an account of the Foreign Sub-Custodian which holds only assets held by Custodian as custodian for its customers. In the event that a Foreign Sub-Custodian is authorized to hold any of the Foreign Securities placed in its care in a foreign Securities Depository, Custodian will direct the Foreign Sub-Custodian to identify the Foreign Securities on the books of the foreign Securities Depository as being held for the account of Custodian as custodian for its customers. (c) The Custodian shall have no liability to the Trust by reason of any act or omission of any Sub-Custodian approved by the Trust, and the 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 Trust. The Custodian assigns to the Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the Trust, or by reason of the failure of a Sub-Custodian approved by the 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 Trust, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the 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 Trust, which may not be a Foreign Sub-Custodian, the Custodian shall be liable to the 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 Trust if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Trust under this paragraph only to the extent of the 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 a Sub-Custodian, the Custodian shall appoint one or more Sub-Sub- Custodians or Foreign Sub-Custodians of Securities and cash owned by the Trust Company from time to time. (b) The Custodian shall cause Foreign Securities and amounts of cash reasonably required to effect TrustCompany's Foreign Securities transactions in the Custodian Account to be held in such countries or other jurisdictions as Trust the Company shall direct in Written or Oral Instructions. The Custodian may hold Foreign Securities and cash in sub-custody accounts, which shall be deemed part of the Custodian Account and which have been established by the Custodian or by a Sub-Custodian with those Foreign Sub-Sub- Custodians as Trust the Company shall approve in Written or Oral Instructions. Each Foreign Sub-Custodian is authorized to hold Foreign Securities in an account with any foreign Securities Depository as Trust the Company shall approve in Written or Oral Instructions. The contractual agreement between the Custodian and any Foreign Sub-Sub- Custodian must provide at a minimum that the Foreign Sub-Custodian shall provide, obtain or use its best efforts to assist the Trust Company in obtaining information responsive to the "notes" to Rule 17f-5 under the Act with respect to (i) each country or jurisdiction where the TrustCompany's assets are proposed to be maintained, are maintained or in the future may be maintained and (ii) each Foreign Sub-Sub- Custodian which is proposed to hold, holds or in the future may hold Foreign Securities or cash of the TrustCompany. Notwithstanding any other provisions of this Agreement, each Foreign Sub-Custodian's undertaking to assist Trust the Company in obtaining such information shall neither increase the Foreign Sub-Custodian's duty of care nor reduce Trustthe Company's responsibility to determine for itself the prudence of entrusting its assets to any particular Foreign Sub-Custodian or foreign Securities Depository. The Custodian shall deposit Foreign Securities and cash of the Trust Company with a Foreign Sub-Custodian only in an account of the Foreign Sub-Custodian which holds only assets held by Custodian as custodian for its customers. In the event that a Foreign Sub-Custodian is authorized to hold any of the Foreign Securities placed in its care in a foreign Securities Depository, the Custodian will direct the Foreign Sub-Custodian to identify the Foreign Securities on the books of the foreign Securities Depository as being held for the account of the Custodian as custodian for its customers. (c) The Custodian shall have no liability to the Trust Company by reason of any act or omission of any Sub-Custodian approved by the TrustCompany, and the Trust 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 TrustCompany. The Custodian assigns to the Trust Company any and all claims for any losses, costs, expenses, or damages that may be incurred by the Trust Company by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the TrustCompany, or by reason of the failure of a Sub-Custodian approved by the Trust 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 TrustCompany, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Trust Company shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the Trust 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 TrustCompany, which may not be a Foreign Sub-Custodian, the Custodian shall be liable to the Trust 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 Trust Company if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Trust Company under this paragraph only to the extent of the TrustCompany'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 a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the Trust from time to time. (b) Custodian shall cause Foreign Securities and amounts of cash reasonably required to effect Trust's Foreign Securities transactions in the Custodian Account to be held in such countries or other jurisdictions as Trust shall direct in Written or Oral Instructions. Custodian may hold Foreign Securities and cash in sub-custody accounts, which shall be deemed part of the Custodian Account and which have been established by Custodian or by a Sub-Custodian with those Foreign Sub-Custodians as Trust shall approve in Written or Oral Instructions. Each Foreign Sub-Custodian is authorized to hold Foreign Securities in an account with any foreign Securities Depository as Trust shall approve in Written or Oral Instructions. The contractual agreement between the Custodian and any Foreign Sub-Sub- Custodian must provide at a minimum that the Foreign Sub-Custodian shall provide, obtain or use its best efforts to assist the Trust in obtaining information responsive to the "notes" to Rule 17f-5 under the Act with respect to (i) each country or jurisdiction where the Trust's assets are proposed to be maintained, are maintained or in the future may be maintained and (ii) each Foreign Sub-Custodian which is proposed to hold, holds or in the future may hold Foreign Securities or cash of the Trust. Notwithstanding any other provisions of this Agreement, each Foreign Sub-Custodian's undertaking to assist Trust in obtaining such information shall neither increase the Foreign Sub-Custodian's duty of care nor reduce Trust's responsibility to determine for itself the prudence of entrusting its assets to any particular Foreign Sub-Custodian or foreign Securities Depository. The Custodian shall deposit Foreign Securities and cash of the Trust with a Foreign Sub-Custodian only in an account of the Foreign Sub-Custodian which holds only assets held by Custodian as custodian for its customers. In the event that a Foreign Sub-Custodian is authorized to hold any of the Foreign Securities placed in its care in a foreign Securities Depository, Custodian will direct the Foreign Sub-Custodian to identify the Foreign Securities on the books of the foreign Securities Depository as being held for the account of Custodian as custodian for its customers. (c) The Custodian shall have no liability to the Trust by reason of any act or omission of any Sub-Custodian approved by the Trust, and the 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 Trust. The Custodian assigns to the Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the Trust, or by reason of the failure of a Sub-Custodian approved by the 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 Trust, if, in the opinion of the Custodian's counsel, such action will involve expense or liability to the Custodian. The Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the 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 Trust, which may not be a Foreign Sub-Custodian, the Custodian shall be liable to the 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 Trust if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Trust under this paragraph only to the extent of the 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 a Sub-Custodian, the Custodian shall appoint one or more Sub-Custodians or Foreign Sub-Custodians of Securities and cash owned by the Trust from time to time. (b) Custodian shall cause Foreign Securities and amounts of cash reasonably required to effect Trust's Trust"s Foreign Securities transactions in the Custodian Account to be held in such countries or other jurisdictions as Trust shall direct in Written or Oral Instructions. Custodian may hold Foreign Securities and cash in sub-custody accounts, which shall be deemed part of the Custodian Account and which have been established by Custodian or by a Sub-Custodian with those Foreign Sub-Custodians as Trust shall approve in Written or Oral Instructions. Each Foreign Sub-Custodian is authorized to hold Foreign Securities in an account with any foreign Securities Depository as Trust shall approve in Written or Oral Instructions. The contractual agreement between the Custodian and any Foreign Sub-Custodian must provide at a minimum that the Foreign Sub-Custodian shall provide, obtain or use its best efforts to assist the Trust in obtaining information responsive to the ""notes"" to Rule 17f-5 under the Act with respect to (i) each country or jurisdiction where the Trust's Trust"s assets are proposed to be maintained, are maintained or in the future may be maintained and (ii) each Foreign Sub-Custodian which is proposed to hold, holds or in the future may hold Foreign Securities or cash of the Trust. Notwithstanding any other provisions of this Agreement, each Foreign Sub-Custodian's Custodian"s undertaking to assist Trust in obtaining such information shall neither increase the Foreign Sub-Custodian's Custodian"s duty of care nor reduce Trust's Trust"s responsibility to determine for itself the prudence of entrusting its assets to any particular Foreign Sub-Custodian or foreign Securities Depository. The Custodian shall deposit Foreign Securities and cash of the Trust with a Foreign Sub-Custodian only in an account of the Foreign Sub-Custodian which holds only assets held by Custodian as custodian for its customers. In the event that a Foreign Sub-Custodian is authorized to hold any of the Foreign Securities placed in its care in a foreign Securities Depository, Custodian will direct the Foreign Sub-Custodian to identify the Foreign Securities on the books of the foreign Securities Depository as being held for the account of Custodian as custodian for its customers. (c) The Custodian shall have no liability to the Trust by reason of any act or omission of any Sub-Custodian approved by the Trust, and the 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 Trust. The Custodian assigns to the Trust any and all claims for any losses, costs, expenses, or damages that may be incurred by the Trust by reason of the negligence, gross negligence or misconduct of any Sub-Custodian approved by the Trust, or by reason of the failure of a Sub-Custodian approved by the 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 Trust, if, in the opinion of the Custodian's Custodian"s counsel, such action will involve expense or liability to the Custodian. The Trust shall, upon request, furnish the Custodian with satisfactory indemnity against such expense or liability, and upon request of the Custodian, the 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 Trust, which may not be a Foreign Sub-Custodian, the Custodian shall be liable to the 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 Trust if the Custodian were holding such assets in its own premises. The Custodian shall be liable to the Trust under this paragraph only to the extent of the Trust'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.