Common use of USE OF FOREIGN CUSTODIANS Clause in Contracts

USE OF FOREIGN CUSTODIANS. (A) Authorization (i) The Bank may cause Securities which are foreign securities within the meaning of Rule 17f-5(c)(1) promulgated under the Investment Company Act ("Foreign Securities") and amounts of cash and cash equivalents reasonably required to effect the Fund's Foreign Securities transactions ("Cash") in the Custody Account to be held in such country or other jurisdiction as the Fund shall direct in properly authorized Instructions. (ii) Subject to prior approval by the board of trustees of the Fund, the Bank may hold such Foreign Securities and Cash in subcustody accounts, which shall be deemed part of the Custody Account and which have been established by the Bank with (x) branches of "Qualified U.S. Banks", as defined in Rule 17f- 5(c)(3) promulgated under the Investment Company Act ("Branches"), or (y) foreign custodians which satisfy the provisions of Rule 17f-5(c)(2)(i) or (ii) promulgated under the Investment Company Act, or (z) Exempt Subsidiaries or other foreign custodians which are exempt from such provisions under the Exemptive Order or any other order or release issued by the Securities and Exchange Commission (such Branches, foreign custodians and Exempt Subsidiaries, collectively, the "Eligible Foreign Custodians"). (iii) Subject to prior approval by the board of trustees of the Fund, the Bank or an Eligible Foreign Custodian is authorized to hold Foreign Securities of the Fund in an account with any foreign securities depository or foreign clearing agency which in the Bank's judgment satisfies the provisions of Rule 17f-5(c)(iii) or (iv) promulgated under the Investment Company Act, or which is exempt from such provisions under an order, no-action letter or release issued by the Securities and Exchange Commission ("Eligible Foreign Securities Depository"). (iv) Any Foreign Securities or Cash held by an Eligible Foreign Custodian or an Eligible Foreign Securities Depository, shall be subject to applicable laws, regulations, restrictions, customs, procedures, and market practices (i) to which such Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject, (ii) as exist in the country in which such Foreign Securities and Cash is held, and (iii) of the country of the currency in which the Property is denominated. In the event that local laws or regulations to which an Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject change in a way that would prevent or limit the performance of duties and obligations by the Eligible Foreign Custodian or Foreign Securities Depository, such duties and obligations shall be superseded and neither the Bank nor any other member of the Citicorp organization shall be liable therefor or for any damages in any way resulting from such prevented or limited performance. The Fund acknowledges that, as is normally the case with respect to the deposits outside the United States, deposits with Citibank London and any other entity authorized to hold Property pursuant to the Agreement are not insured by the Federal Deposit Insurance Corporation. (B) Provision of Information Regarding Foreign Custodians and Securities Depositories (i) The Bank shall use its best efforts to assist the Fund in obtaining the following: (a) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the access afforded the Fund's independent public accountants to books and records kept by a foreign custodian or foreign securities depository used in that country; (b) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover its assets in the event of the bankruptcy of a foreign custodian or foreign securities depository used in that country; (c) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover assets that are lost while under the control of a foreign custodian or foreign securities depository used in that country; (d) As to each country in which Property is held, information concerning whether under applicable foreign currency exchange regulations the Fund's cash and cash equivalents held in that country are readily convertible to U.S. dollars; (e) Information relating to whether each foreign custodian or foreign securities depository used would provide a level of safeguards for maintaining the Fund's Securities not materially different from that provided by the Bank in maintaining the Securities in the United States; (f) Information concerning whether each foreign custodian or foreign securities depository used has offices in the United States in order to facilitate the assertion of jurisdiction over and enforcement of judgments against such custodian or depository; and (g) As to each foreign securities depository used, information concerning the number of participants in, and operating history of, such depository. (ii) During the term of this Agreement, the Bank shall use its best efforts to provide the Fund with prompt notice of any material changes in the facts or circumstances upon which any of the foregoing information or statements were based. (iii) Notwithstanding any of the foregoing provisions of this subsection (b) of this Section 7, the Bank's undertaking to assist the Fund in obtaining the information referred to in this subsection (b) of the this Section 7 shall neither increase the Bank's duty of care nor reduce the Fund's responsibility to determine for itself the prudence of entrusting its assets to any particular foreign custodian or foreign securities depository. (C) Segregation and Identification of Assets The Bank will deposit Property of the Fund with an Eligible Foreign Custodian only in an account which holds exclusively assets of customers of the Bank. In the event that an Eligible Foreign Custodian is authorized to hold any of the Foreign Securities placed in its care in an Eligible Foreign Securities Depository pursuant to the provisions of subsection (A) of this Section 7, the Bank will direct such Eligible Foreign Custodian to identify such Foreign Securities on its books as being held for the account of the Bank as custodian for its customers. (D) Instructions to Eligible Foreign Custodians; Instructions

USE OF FOREIGN CUSTODIANS. (A) Authorization (i) The Bank may cause Securities which are foreign securities within the meaning of Rule 17f-5(c)(1) promulgated under the Investment Company Act ("Foreign Securities") and amounts of cash and cash equivalents reasonably required to effect the Fund's Foreign Securities transactions ("Cash") in the Custody Account to be held in such country or other jurisdiction as the Fund shall direct in properly authorized Instructions. (ii) Subject to prior approval by the board of trustees of the Fund, the Bank may hold such Foreign Securities and Cash in subcustody accounts, which shall be deemed part of the Custody Account and which have been established by the Bank with (x) branches of "Qualified U.S. Banks", as defined in Rule 17f- 5(c)(317f-5(c)(3) promulgated under the Investment Company Act ("Branches"), or (y) foreign custodians which satisfy the provisions of Rule 17f-5(c)(2)(i) or (ii) promulgated under the Investment Company Act, or (z) Exempt Subsidiaries or other foreign custodians which are exempt from such provisions under the Exemptive Order or any other order or release issued by the Securities and Exchange Commission (such Branches, foreign custodians and Exempt Subsidiaries, collectively, the "Eligible Foreign Custodians"). The Fund shall deliver to the Bank a certified copy of the resolution approving both the use of each Eligible Foreign Custodian with which the Foreign Securities and Cash of the Fund will be kept and, with respect to Eligible Foreign Custodians other than Branches, the Bank's contract with such Eligible Foreign Custodian. (iii) Subject to prior approval by the board of trustees of the Fund, the Bank or an Eligible Foreign Custodian is authorized to hold Foreign Securities of the Fund in an account with any foreign securities depository or foreign clearing agency which in the Bank's judgment satisfies the provisions of Rule 17f-5(c)(iii) or (iv) promulgated under the Investment Company Act, or which is exempt from such provisions under an order, no-action letter or release issued by the Securities and Exchange Commission ("Eligible Foreign Securities Depository"). The Fund shall deliver to the Bank a certified copy of the resolution approving the use of each Eligible Foreign Securities Depository with which Foreign Securities of the Fund will be deposited. (iv) Any Foreign Securities or Cash held by an Eligible Foreign Custodian or an Eligible Foreign Securities Depository, shall be subject to applicable laws, regulations, restrictions, customs, procedures, and market practices (i) to which such Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject, (ii) as exist in the country in which such Foreign Securities and Cash is held, and (iii) of the country of the currency in which the Property is denominated. In the event that local laws or regulations to which an Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject change in a way that would prevent or limit the performance of duties and obligations by the Eligible Foreign Custodian or Foreign Securities Depository, such duties and obligations shall be superseded and neither the Bank nor any other member of the Citicorp affiliated company organization shall be liable therefor or for any damages in any way resulting from such prevented or limited performance. The Fund acknowledges that, as is normally the case with respect to the deposits outside the United States, deposits with Citibank London and any other entity authorized to hold Property pursuant to the Agreement are not insured by the Federal Deposit Insurance Corporation. (B) Provision of Information Regarding Foreign Custodians and Securities Depositories-------------------------------------------------------------------- Depositories ------------ (i) The Bank shall use its best efforts to assist the Fund in obtaining the following: (a) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the access afforded the Fund's independent public accountants to books and records kept by a foreign custodian or foreign securities depository used in that country; (b) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover its assets in the event of the bankruptcy of a foreign custodian or foreign securities depository used in that country; (c) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover assets that are lost while under the control of a foreign custodian or foreign securities depository used in that country; (d) As to each country in which Property is held, information concerning whether under applicable foreign currency exchange regulations the Fund's cash and cash equivalents held in that country are readily convertible to U.S. U S. dollars; (e) Information relating to whether each foreign custodian or foreign securities depository used would provide a level of safeguards for maintaining the Fund's Securities not materially different from that provided by the Bank in maintaining the Securities in the United States; (f) Information concerning whether each foreign custodian or foreign securities depository used has offices in the United States in order to facilitate the assertion of jurisdiction over and enforcement of judgments against such custodian or depository; and (g) As to each foreign securities depository used, information concerning the number of participants in, and operating history of, such depository. (ii) During the term of this Agreement, the Bank shall use its best efforts to provide the Fund with prompt notice of any material changes in the facts or circumstances upon which any of the foregoing information or statements were based. (iii) Notwithstanding any of the foregoing provisions of this subsection (b) of this Section 7, the Bank's undertaking to assist the Fund in obtaining the information referred to in this subsection (b) of the this Section 7 shall neither increase the Bank's duty of care nor reduce the Fund's responsibility to determine for itself the prudence of entrusting its assets to any particular foreign custodian or foreign securities depository. (C) Segregation and Identification of Assets ---------------------------------------- The Bank will deposit Property of the Fund with an Eligible Foreign Custodian only in an account which holds exclusively assets of customers of the Bank. In the event that an Eligible Foreign Custodian is authorized to hold any of the Foreign Securities placed in its care in an Eligible Foreign Securities Depository pursuant to the provisions of subsection (A) of this Section 7, the Bank will direct such Eligible Foreign Custodian to identify such Foreign Securities on its books as being held for the account of the Bank as custodian for its customers. (D) Instructions to Eligible Foreign Custodians; InstructionsInstructions to ------------------------------------------------------------ Eligible Foreign Securities Depositories ---------------------------------------- Any Property in the Custody Account held by an Eligible Foreign Custodian will be subject only to the instructions of the Bank or its agents; and any Foreign Securities held in an Eligible Foreign Securities Depository for the account of an Eligible Foreign Custodian will be subject only to the instructions of such Eligible Foreign Custodian, as subcustodian for the Bank. (E) Contracts between the Bank and Exempt Subsidiaries. --------------------------------------------------- The Bank's contract with each Exempt Subsidiary provides: (i) an acknowledgement by such Exempt Subsidiary that it is acting as a foreign custodian for U.S. Investment Companies or their custodians pursuant to the terms of the Exemptive Order; and (ii) that the Fund is entitled to enforce the terms of the subcustodian agreement between the Bank and the Exempt Subsidiary and is entitled to seek relief directly against the Exempt Subsidiary.

USE OF FOREIGN CUSTODIANS. (A) AuthorizationAuthorization ------------- (i) The Bank may cause Securities which are foreign securities within the meaning of Rule 17f-5(c)(1) promulgated under the Investment Company Act ("Foreign Securities") and amounts of cash and cash equivalents reasonably required to effect the Fund's Foreign Securities transactions ("Cash") in the Custody Account to be held in such country or other jurisdiction as the Fund shall direct in properly authorized Instructions. (ii) Subject to prior approval by the board of trustees of the Fund, the Bank may hold such Foreign Securities and Cash in subcustody accounts, which shall be deemed part of the Custody Account and which have been established by the Bank with (x) branches of "Qualified U.S. Banks", as defined in Rule 17f- 5(c)(3) promulgated under the Investment Company Act ("Branches"), or (y) foreign custodians which satisfy the provisions of Rule 17f-5(c)(2)(il7f-5(c)(2)(i) or (ii) promulgated under the Investment Company Act, or (z) Exempt Subsidiaries or other foreign custodians which are exempt from such provisions under the Exemptive Order or any other order or release issued by the Securities and Exchange Commission (such Branches, foreign custodians and Exempt Subsidiaries, collectively, the "Eligible Foreign Custodians"). (iii) Subject to prior approval by the board of trustees of the Fund, the Bank or an Eligible Foreign Custodian is authorized to hold Foreign Securities of the Fund in an account with any foreign securities depository or foreign clearing agency which in the Bank's judgment satisfies the provisions of Rule 17f-5(c)(iii) or (iv) promulgated under the Investment Company Act, or which is exempt from such provisions under an order, no-no- action letter or release issued by the Securities and Exchange Commission ("Eligible Foreign Securities Depository"). (iv) Any Foreign Securities or Cash held by an Eligible Foreign Custodian or an Eligible Foreign Securities Depository, shall be subject to applicable laws, regulations, restrictions, customs, procedures, and market practices (i) to which such Eligible Foreign Custodian or Eligible Eligibile Foreign Securities Depository is subject, (ii) as exist in the country in which such Foreign Securities and Cash is held, and (iii) of the country of the currency in which the Property is denominated. In the event that local laws or regulations to which an Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject change in a way that would prevent or limit the performance of duties and obligations by the Eligible Foreign Custodian or Foreign Securities Depository, such duties and obligations shall be superseded and neither the Bank nor any other member of the Citicorp organization shall be liable therefor or for any damages in any way resulting from such prevented or limited performance. The Fund acknowledges that, as is normally the case with respect to the deposits outside the United States, deposits with Citibank London and any other entity authorized to hold Property pursuant to the Agreement are not insured by the Federal Deposit Insurance Corporation. (B) Provision of Information Regarding Foreign Custodians and Securities Depositories (i) The Bank shall use its best efforts to assist the Fund in obtaining the following: (a) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the access afforded the Fund's independent public accountants to books and records kept by a foreign custodian or foreign securities depository used in that country; (b) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover its assets in the event of the bankruptcy of a foreign custodian or foreign securities depository used in that country; (c) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover assets that are lost while under the control of a foreign custodian or foreign securities depository used in that country; (d) As to each country in which Property is held, information concerning whether under applicable foreign currency exchange regulations the Fund's cash and cash equivalents held in that country are readily convertible to U.S. dollars; (e) Information relating to whether each foreign custodian or foreign securities depository used would provide a level of safeguards for maintaining the Fund's Securities not materially different from that provided by the Bank in maintaining the Securities in the United States; (f) Information concerning whether each foreign custodian or foreign securities depository used has offices in the United States in order to facilitate the assertion of jurisdiction over and enforcement of judgments against such custodian or depository; and (g) As to each foreign securities depository used, information concerning the number of participants in, and operating history of, such depository. (ii) During the term of this Agreement, the Bank shall use its best efforts to provide the Fund with prompt notice of any material changes in the facts or circumstances upon which any of the foregoing information or statements were based. (iii) Notwithstanding any of the foregoing provisions of this subsection (b) of this Section 7, the Bank's undertaking to assist the Fund in obtaining the information referred to in this subsection (b) of the this Section 7 shall neither increase the Bank's duty of care nor reduce the Fund's responsibility to determine for itself the prudence of entrusting its assets to any particular foreign custodian or foreign securities depository. (C) Segregation and Identification of Assets The Bank will deposit Property of the Fund with an Eligible Foreign Custodian only in an account which holds exclusively assets of customers of the Bank. In the event that an Eligible Foreign Custodian is authorized to hold any of the Foreign Securities placed in its care in an Eligible Foreign Securities Depository pursuant to the provisions of subsection (A) of this Section 7, the Bank will direct such Eligible Foreign Custodian to identify such Foreign Securities on its books as being held for the account of the Bank as custodian for its customers. (D) Instructions to Eligible Foreign Custodians; Instructions

USE OF FOREIGN CUSTODIANS. (A) AuthorizationAuthorization ------------- (i) The Bank may cause Securities which are foreign securities within the meaning of Rule 17f-5(c)(1) promulgated under the Investment Company Act ("Foreign Securities") and amounts of cash and cash equivalents reasonably required to effect the Fund's Foreign Securities transactions ("Cash") in the Custody Account to be held in such country or other jurisdiction as the Fund shall direct in properly authorized Instructions. (ii) Subject to prior approval by the board of trustees of the Fund, the Bank may hold such Foreign Securities and Cash in subcustody accounts, which shall be deemed part of the Custody Account and which have been established by the Bank with (x) branches of "Qualified U.S. Banks", as defined in Rule 17f- 5(c)(3) promulgated under the Investment Company Act ("Branches"), or (y) foreign custodians which satisfy the provisions of Rule 17f-5(c)(2)(i) or (ii) promulgated under the Investment Company Act, or (z) Exempt Subsidiaries or other foreign custodians which are exempt from such provisions under the Exemptive Order or any other order or release issued by the Securities and Exchange Commission (such Branches, foreign custodians and Exempt Subsidiaries, collectively, the "Eligible Foreign Custodians"). (iii) Subject to prior approval by the board of trustees of the Fund, the Bank or an Eligible Foreign Custodian is authorized to hold Foreign Securities of the Fund in an account with any foreign securities depository or foreign clearing agency which in the Bank's judgment satisfies the provisions of Rule 17f-5(c)(iii) or (iv) promulgated under the Investment Company Act, or which is exempt from such provisions under an order, no-no- action letter or release issued by the Securities and Exchange Commission ("Eligible Foreign Securities Depository"). (iv) Any Foreign Securities or Cash held by an Eligible Foreign Custodian or an Eligible Foreign Securities Depository, shall be subject to applicable laws, regulations, restrictions, customs, procedures, and market practices (i) to which such Eligible Foreign Custodian or Eligible Eligibile Foreign Securities Depository is subject, (ii) as exist in the country in which such Foreign Securities and Cash is held, and (iii) of the country of the currency in which the Property is denominated. In the event that local laws or regulations to which an Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject change in a way that would prevent or limit the performance of duties and obligations by the Eligible Foreign Custodian or Foreign Securities Depository, such duties and obligations shall be superseded and neither the Bank nor any other member of the Citicorp organization shall be liable therefor or for any damages in any way resulting from such prevented or limited performance. The Fund acknowledges that, as is normally the case with respect to the deposits outside the United States, deposits with Citibank London and any other entity authorized to hold Property pursuant to the Agreement are not insured by the Federal Deposit Insurance Corporation. (B) Provision of Information Regarding Foreign Custodians and Securities Depositories (i) The Bank shall use its best efforts to assist the Fund in obtaining the following: (a) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the access afforded the Fund's independent public accountants to books and records kept by a foreign custodian or foreign securities depository used in that country; (b) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover its assets in the event of the bankruptcy of a foreign custodian or foreign securities depository used in that country; (c) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover assets that are lost while under the control of a foreign custodian or foreign securities depository used in that country; (d) As to each country in which Property is held, information concerning whether under applicable foreign currency exchange regulations the Fund's cash and cash equivalents held in that country are readily convertible to U.S. dollars; (e) Information relating to whether each foreign custodian or foreign securities depository used would provide a level of safeguards for maintaining the Fund's Securities not materially different from that provided by the Bank in maintaining the Securities in the United States; (f) Information concerning whether each foreign custodian or foreign securities depository used has offices in the United States in order to facilitate the assertion of jurisdiction over and enforcement of judgments against such custodian or depository; and (g) As to each foreign securities depository used, information concerning the number of participants in, and operating history of, such depository. (ii) During the term of this Agreement, the Bank shall use its best efforts to provide the Fund with prompt notice of any material changes in the facts or circumstances upon which any of the foregoing information or statements were based. (iii) Notwithstanding any of the foregoing provisions of this subsection (b) of this Section 7, the Bank's undertaking to assist the Fund in obtaining the information referred to in this subsection (b) of the this Section 7 shall neither increase the Bank's duty of care nor reduce the Fund's responsibility to determine for itself the prudence of entrusting its assets to any particular foreign custodian or foreign securities depository. (C) Segregation and Identification of Assets The Bank will deposit Property of the Fund with an Eligible Foreign Custodian only in an account which holds exclusively assets of customers of the Bank. In the event that an Eligible Foreign Custodian is authorized to hold any of the Foreign Securities placed in its care in an Eligible Foreign Securities Depository pursuant to the provisions of subsection (A) of this Section 7, the Bank will direct such Eligible Foreign Custodian to identify such Foreign Securities on its books as being held for the account of the Bank as custodian for its customers. (D) Instructions to Eligible Foreign Custodians; Instructions

USE OF FOREIGN CUSTODIANS. (A) Authorization (i) The Bank may cause Securities which are foreign securities within the meaning of Rule 17f-5(c)(1) promulgated under the Investment Company Act ("Foreign Securities") and amounts of cash and cash equivalents reasonably required to effect the Fund's Foreign Securities transactions ("Cash") in the Custody Account to be held in such country or other jurisdiction as the Fund shall direct in properly authorized Instructions. (ii) Subject to prior approval by the board of trustees of the Fund, the Bank may hold such Foreign Securities and Cash in subcustody accounts, which shall be deemed part of the Custody Account and which have been established by the Bank with (x) branches of "Qualified U.S. Banks", as defined in Rule 17f- 5(c)(317f-5(c)(3) promulgated under the Investment Company Act ("Branches"), or (y) foreign custodians which satisfy the provisions of Rule 17f-5(c)(2)(i17f- 5(c)(2)(i) or (ii) promulgated under the Investment Company Act, or (z) Exempt Subsidiaries or other foreign custodians which are exempt from such provisions under the Exemptive Order or any other order or release issued by the Securities and Exchange Commission (such Branches, foreign custodians and Exempt Subsidiaries, collectively, the "Eligible Foreign Custodians"). The Fund shall deliver to the Bank a certified copy of the resolution approving both the use of each Eligible Foreign Custodian with which the Foreign Securities and Cash of the Fund will be kept and, with respect to Eligible Foreign Custodians other than Branches, the Bank's contract with such Eligible Foreign Custodian. (iii) Subject to prior approval by the board of trustees of the Fund, the Bank or an Eligible Foreign Custodian is authorized to hold Foreign Securities of the Fund in an account with any foreign securities depository or foreign clearing agency which in the Bank's judgment satisfies the provisions of Rule 17f-5(c)(iii) or (iv) promulgated under the Investment Company Act, or which is exempt from such provisions under an order, no-action letter or release issued by the Securities and Exchange Commission ("Eligible Foreign Securities Depository"). The Fund shall deliver to the Bank a certified copy of the resolution approving the use of each Eligible Foreign Securities Depository with which Foreign Securities of the Fund will be deposited. (iv) Any Foreign Securities or Cash held by an Eligible Foreign Custodian or an Eligible Foreign Securities Depository, shall be subject to applicable laws, regulations, restrictions, customs, procedures, and market practices (i) to which such Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject, (ii) as exist in the country in which such Foreign Securities and Cash is held, and (iii) of the country of the currency in which the Property is denominated. In the event that local laws or regulations to which an Eligible Foreign Custodian or Eligible Foreign Securities Depository is subject change in a way that would prevent or limit the performance of duties and obligations by the Eligible Foreign Custodian or Foreign Securities Depository, such duties and obligations shall be superseded and neither the Bank nor any other member of the Citicorp affiliated company organization shall be liable therefor or for any damages in any way resulting from such prevented or limited performance. The Fund acknowledges that, as is normally the case with respect to the deposits outside the United States, deposits with Citibank London and any other entity authorized to hold Property pursuant to the Agreement are not insured by the Federal Deposit Insurance Corporation. (B) Provision of Information Regarding Foreign Custodians and Securities Depositories-------------------------------------------------------------------- Depositories ------------ (i) The Bank shall use its best efforts to assist the Fund in obtaining the following: (a) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the access afforded the Fund's independent public accountants to books and records kept by a foreign custodian or foreign securities depository used in that country; (b) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover its assets in the event of the bankruptcy of a foreign custodian or foreign securities depository used in that country; (c) As to each country in which Property is held, information concerning whether, and to what extent, applicable foreign law would restrict the Fund's ability to recover assets that are lost while under the control of a foreign custodian or foreign securities depository used in that country; (d) As to each country in which Property is held, information concerning whether under applicable foreign currency exchange regulations the Fund's cash and cash equivalents held in that country are readily convertible to U.S. U S. dollars; (e) Information relating to whether each foreign custodian or foreign securities depository used would provide a level of safeguards for maintaining the Fund's Securities not materially different from that provided by the Bank in maintaining the Securities in the United States; (f) Information concerning whether each foreign custodian or foreign securities depository used has offices in the United States in order to facilitate the assertion of jurisdiction over and enforcement of judgments against such custodian or depository; and (g) As to each foreign securities depository used, information concerning the number of participants in, and operating history of, such depository. (ii) During the term of this Agreement, the Bank shall use its best efforts to provide the Fund with prompt notice of any material changes in the facts or circumstances upon which any of the foregoing information or statements were based. (iii) Notwithstanding any of the foregoing provisions of this subsection (b) of this Section 7, the Bank's undertaking to assist the Fund in obtaining the information referred to in this subsection (b) of the this Section 7 shall neither increase the Bank's duty of care nor reduce the Fund's responsibility to determine for itself the prudence of entrusting its assets to any particular foreign custodian or foreign securities depository. (C) Segregation and Identification of Assets ---------------------------------------- The Bank will deposit Property of the Fund with an Eligible Foreign Custodian only in an account which holds exclusively assets of customers of the Bank. In the event that an Eligible Foreign Custodian is authorized to hold any of the Foreign Securities placed in its care in an Eligible Foreign Securities Depository pursuant to the provisions of subsection (A) of this Section 7, the Bank will direct such Eligible Foreign Custodian to identify such Foreign Securities on its books as being held for the account of the Bank as custodian for its customers. (D) Instructions to Eligible Foreign Custodians; InstructionsInstructions to ------------------------------------------------------------ Eligible Foreign Securities Depositories ---------------------------------------- Any Property in the Custody Account held by an Eligible Foreign Custodian will be subject only to the instructions of the Bank or its agents; and any Foreign Securities held in an Eligible Foreign Securities Depository for the account of an Eligible Foreign Custodian will be subject only to the instructions of such Eligible Foreign Custodian, as subcustodian for the Bank. (E) Contracts between the Bank and Exempt Subsidiaries. --------------------------------------------------- The Bank's contract with each Exempt Subsidiary provides: (i) an acknowledgement by such Exempt Subsidiary that it is acting as a foreign custodian for U.S. Investment Companies or their custodians pursuant to the terms of the Exemptive Order; and (ii) that the Fund is entitled to enforce the terms of the subcustodian agreement between the Bank and the Exempt Subsidiary and is entitled to seek relief directly against the Exempt Subsidiary.