Common use of Use of Subcustodians Clause in Contracts

Use of Subcustodians. Hereinafter the term "subcustodian" will refer -------------------- to any Bank branch, any branch of a qualified U.S. bank, any eligible foreign custodian or any eligible foreign securities depository with which the Bank has entered into an agreement of the type contemplated hereunder regarding Securities and/or cash held in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by the Bank in the custody of a subcustodian pursuant to Section 3: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodian. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) Any agreement the Bank shall enter into with a subcustodian with respect to the holding of Securities shall require that (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian or its creditors except for a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Securities is freely transferable without the payment of money or value other than for safe custody or administration; provided, however, that the foregoing shall not apply to the extent that any of the above-mentioned rights, charges, etc. result from any compensation or other expenses arising with respect to the safekeeping of Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such Property. In the absence of the filing in writing with the Bank by the Fund of exceptions or objections to any such statement within sixty (60) days of the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverable, the Fund shall be deemed to have approved such statement and in such case or upon written approval of the Fund of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank and each eligible foreign custodian holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New York. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.

Use of Subcustodians. Hereinafter the term "subcustodian" will refer -------------------- to any Bank branch, any branch of a qualified U.S. bank, any eligible foreign custodian or any eligible foreign securities depository with which the Bank has entered into an agreement of the type contemplated hereunder regarding Securities and/or cash held in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by the Bank in the custody of a subcustodian pursuant to Section 3: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodian. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) Any agreement the Bank shall enter into with a subcustodian with respect to the holding of Securities shall require that (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian or its creditors except for a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Securities is freely transferable without the payment of money or value other than for safe custody or administration; provided, however, that the foregoing shall not apply to the extent that any of the above-mentioned rights, charges, etc. result from any compensation or other expenses arising with respect to the safekeeping of Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such Property. In the absence of the filing in writing with the Bank by the Fund of exceptions or objections to any such statement within sixty (60) days of the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverable, the Fund shall be deemed to have approved such statement and in such case or upon written approval of the Fund of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank and each eligible foreign custodian holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New York. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.

Use of Subcustodians. Hereinafter the term "subcustodian" will refer -------------------- to any Bank branch, any branch of a qualified U.S. bank, any eligible foreign custodian or any eligible foreign securities depository with which the Bank has entered into an agreement of the type contemplated hereunder regarding Securities and/or cash held in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by the Bank in the custody of a subcustodian pursuant to Section 3: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodian. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depositoryeligible foreign securities depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository eligible foreign securities depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) Any agreement the Bank shall enter into with a subcustodian with respect to the holding of Securities shall require that (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian or its creditors except for a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Securities is freely transferable without the payment of money or value other than for safe custody or administration; provided, however, that the foregoing shall not apply to the extent that any of the above-mentioned rights, charges, etc. result from any compensation or other expenses arising with respect to the safekeeping of Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such Property. In the absence of the filing in writing with the Bank by the Fund of exceptions or objections to any such statement within sixty (60) days of the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverable, the Fund shall be deemed to have approved such statement and in such case or upon written approval of the Fund of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank and each eligible foreign custodian holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New York. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.

Use of Subcustodians. Hereinafter the term "subcustodian" will refer -------------------- to any Bank branch, any branch of a qualified U.S. bank, any eligible foreign custodian or any eligible foreign securities depository with which the Bank has entered into an agreement of the type contemplated hereunder regarding Securities and/or cash held in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by the Bank in the physical custody of a subcustodian pursuant to Section 3: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodian. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depositoryeligible foreign securities depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository eligible foreign securities depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) Any agreement the Bank shall enter into with a subcustodian with respect to the holding of Securities shall require that (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian or its creditors except for a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Securities is freely transferable without the payment of money or value other than for safe custody or administration; provided, however, that the foregoing shall not apply to the extent that any of the above-mentioned rights, charges, etc. result from any compensation or other expenses arising with respect to the safekeeping of Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such Property. In the absence of the filing in writing with the Bank by the Fund of exceptions or objections to any such statement within sixty (60) days of the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverable, the Fund shall be deemed to have approved such statement and in such case or upon written approval of the Fund of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank bank, each eligible foreign custodian and each eligible foreign custodian securities depository holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New York. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.

Use of Subcustodians. Hereinafter the term "subcustodian" will refer -------------------- to any Bank branch, any branch of a qualified U.S. bank, any eligible foreign custodian or any eligible foreign securities depository with which the Bank has entered into an agreement of the type contemplated hereunder regarding Securities and/or cash held in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by the Bank in the custody of a subcustodian pursuant to Section 3: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodian. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) Any agreement the Bank shall enter into with a subcustodian with respect to the holding of Securities shall require that (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian or its creditors except for a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Securities is freely transferable without the payment of money or value other than for safe custody or administration; providedadministration;provided, however, that the foregoing shall not apply to the extent that any of the above-mentioned rights, charges, etc. result from any compensation or other expenses arising with respect to the safekeeping of Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such Property. In the absence of the filing in writing with the Bank by the Fund of exceptions or objections to any such statement within sixty (60) days of the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverable, the Fund shall be deemed to have approved such statement and in such case or upon written approval of the Fund of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank and each eligible foreign custodian holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New York. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.

Use of Subcustodians. Hereinafter a. The Custodian is authorized under this Agreement to act through and hold the term "subcustodian" Client’s Property with subcustodians that have existing relationships with the Custodian and/or such other entities as the Custodian may appoint as subcustodians pursuant to this Agreement (“Subcustodians”). The Custodian will refer -------------------- make available to any Bank branchthe Client a list of all Subcustodians when requested by the Client. The Custodian will use reasonable care in the selection and continued appointment of such Subcustodians. In addition (and in accordance with market practice, custom or regulation), the Custodian and each Subcustodian may deposit Property with, and hold Property in, any branch of recognized foreign or domestic clearing facility, book-entry system, centralized custodial depository, or similar organization, including international depositories such as Euroclear and Clearstream (together, a qualified U.S. bank, any eligible foreign custodian “Securities Depository”) on such terms as such systems customarily operate and the Client will provide the Custodian with such documentation or any eligible foreign securities depository with which acknowledgements that the Bank has entered into an agreement of Custodian may require to hold the type contemplated hereunder regarding Securities and/or cash held Property in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by the Bank in the custody of a subcustodian pursuant to Section 3: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodiansystems. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) b. Any agreement the Bank shall enter Custodian enters into with a subcustodian with respect to Subcustodian for holding the holding of Securities shall require Client’s assets will provide that (i) the Securities are such assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian Subcustodian or its creditors except for a claim of for payment for its their safe custody or administration administration, or, in the case of cash deposits, except for liens or rights in favor of creditors of the Subcustodian arising under bankruptcy, insolvency or similar law, and (ii) that the beneficial ownership of such Securities is thereof will be freely transferable without the payment of money or value other than for safe custody or administration; provided. Where a Subcustodian deposits securities with a Securities Depository, howeverthe Custodian will cause the Subcustodian to identify on its records as belonging to the Custodian, that as agent, the foregoing shall securities shown on the Subcustodian’s account at such Securities Depository. This Section 3.b will not apply to the extent that of any special agreement or arrangement made by Client with any particular Subcustodian. c. The Custodian shall not be responsible for any losses resulting from the deposit or maintenance of the above-mentioned rights, charges, etc. result from any compensation securities or other expenses arising Property with respect to the safekeeping of a Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such PropertyDepository. In the absence event the Client incurs a loss due to the negligence, willful misconduct or insolvency of a Securities Depository, the filing Custodian will make reasonable endeavors, in writing with its discretion, to seek recovery from the Bank Securities Depository but the Custodian will not be obligated to institute legal proceedings, file a proof claim in any insolvency proceeding, or take any similar action. d. Subject to Section 16.d, the Custodian shall be liable for (1) losses or damages incurred by the Fund Client arising from the failure by a Subcustodian to use reasonable care in the provision of exceptions or objections custodial services by it to the same extent that the Custodian would be liable to the Client if the Custodian were holding such Property in New York and (2) the insolvency of any such statement within sixty (60) days affiliated Subcustodian. Subject to Section 3.a and the Custodian’s duty to use reasonable care in the monitoring of a Subcustodian’s financial condition as reflected in its published financial statements and other publicly available financial information customarily reviewed by the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverableCustodian in its oversight process, the Fund Custodian shall not be deemed to have approved such statement and in such case liable for any losses or upon written approval of damages incurred by the Fund Client arising from the insolvency of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard non-affiliate Subcustodian. For purposes of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquirythis Agreement, the established procedures to be followed by each term “affiliate” (or a person “affiliated” with another), shall have the meaning assigned in Rule 10A-3 under the Securities Exchange Act of its branches1934, each branch of a qualified U.S. bank and each eligible foreign custodian holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New Yorkas amended. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.

Use of Subcustodians. Hereinafter the term "subcustodian" will refer -------------------- to any Bank branch, any branch of a qualified U.S. bank, any eligible foreign custodian or any eligible foreign securities depository with which the Bank has entered into an agreement of the type contemplated hereunder regarding Securities and/or cash held in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by -------------------- the Bank in the custody of a subcustodian pursuant to Section 3: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodian. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depositoryeligible foreign securities depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository eligible foreign securities depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) Any agreement the Bank shall enter into with a subcustodian with respect to the holding of Securities shall require that (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian or its creditors except for a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Securities is freely transferable without the payment of money or value other than for safe custody or administration; provided, however, that the foregoing shall not apply to the extent that any of the above-mentioned rights, charges, etc. result from any compensation or other expenses arising with respect to the safekeeping of Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such Property. In the absence of the filing in writing with the Bank by the Fund of exceptions or objections to any such statement within sixty (60) days of the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverable, the Fund shall be deemed to have approved such statement and in such case or upon written approval of the Fund of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank and each eligible foreign custodian holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New York. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.

Use of Subcustodians. Hereinafter the term "subcustodian" will refer -------------------- to any Bank branch, any branch of a qualified U.S. bank, any eligible foreign custodian or any eligible foreign securities depository with which the Bank has entered into an agreement of the type contemplated hereunder regarding Securities and/or cash held in or to be acquired for a Custody Account or a Deposit Account. With respect to Property which is maintained by the Bank in the physical custody of a subcustodian pursuant to Section 33 of this Agreement: (a) The Bank will identify on its books as belonging to the particular Portfolio of the Fund any Property held by such subcustodian. (b) In the event that a subcustodian permits any of the Securities placed in its care to be held in an Eligible Foreign Securities Depositoryeligible foreign securities depository, such subcustodian will be required by its agreement with the Bank to identify on its books such Securities as being held for the account of the Bank as a custodian for its customers. (c) Any Securities in a Custody Account held by a subcustodian of the Bank will be subject only to the instructions of the Bank or its agents; and any Securities held in an Eligible Foreign Securities Depository a securities depository for the account of a subcustodian will be subject only to the instructions of such subcustodian. (d) The Bank will only deposit Securities in an account with a subcustodian which includes exclusively the assets held by the Bank for its customers, and the Bank will cause such account to be designated by such subcustodian as a special custody account for the exclusive benefit of customers of the Bank. (e) Any agreement the Bank shall enter into with a subcustodian with respect to the holding of Securities shall require that (i) the Securities are not subject to any right, charge, security interest, lien or claim of any kind in favor of such subcustodian or its creditors except for a claim of payment for its safe custody or administration and (ii) beneficial ownership of such Securities is freely transferable without the payment of money or value other than for safe custody or administration; provided, however, that the foregoing shall not apply to the extent that any of the above-mentioned rights, charges, etc. result from any compensation or other expenses arising with respect to the safekeeping of Securities pursuant to such agreement. (f) The Bank shall allow independent public accountants of the Fund such reasonable access to the records of the Bank relating to Property held in a Custody Account and a Deposit Account as required by such accountants in connection with their examination of the books and records pertaining to the affairs of the Fund. The Bank shall, subject to restrictions under applicable law, also obtain from any subcustodian with which the Fund maintains the physical possession of any Property an undertaking to permit independent public accountants of the Fund such reasonable access to the records of such subcustodian as may be required in connection with their examination of the books and records pertaining to the affairs of the Fund or to supply a verifiable confirmation of the contents of such records. The Bank shall furnish the Fund such reports (or portions thereof) of the Bank's external auditors as relate directly to the Bank's system of internal accounting controls applicable to the Bank's duties under this Agreement. The Bank shall request for and furnish to the Fund such similar reports as may be furnished to it with respect to each subcustodian and securities depository holding the Fund's assets. (g) The Bank will supply to the Fund, care of its investment adviser, at least monthly a statement in respect to any Property in a Custody and a Deposit Account held by each subcustodian, including an identification of the entity having possession of such Property, and the Bank will send to the Fund an advice or notification of any transfers of Property to or from the Custody Account and Deposit Account, indicating, as to Property acquired for an investment portfolio of the Fund, the identity of the entity having physical possession of such Property. In the absence of the filing in writing with the Bank by the Fund of exceptions or objections to any such statement within sixty (60) days of the Fund's receipt of such statement, or within sixty (60) days after the date that a material defect is reasonably discoverable, the Fund shall be deemed to have approved such statement and in such case or upon written approval of the Fund of any such statement the Bank shall, to the extent permitted by law and provided the Bank has met the standard of care in Section 12 hereunder, be released, relieved and discharged with respect to all matters and things set forth in such statement as though such statement has been settled by the decree of a court of competent jurisdiction in an action in which the Fund and all persons having any equity interest in the Fund were parties. (h) The Bank hereby warrants to the Fund that in its opinion, after due inquiry, the established procedures to be followed by each of its branches, each branch of a qualified U.S. bank bank, each eligible foreign custodian, each subcustodian and each eligible foreign custodian securities depository holding Securities of the Fund pursuant to this Agreement afford protection for such Securities at least equal to that afforded by the Bank's established procedures with respect to similar Securities held by the Bank (and its securities depositories) in New York. (i) The Bank hereby warrants to the Fund that as of the date of this Agreement it is maintaining a Bankers Blanket Bond sufficient to cover any of its reasonably anticipated liabilities hereunder and hereby agrees to notify the Fund in the event its Bankers Blanket Bond is canceled or otherwise lapses.