Common use of Conflict Clause in Contracts

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest interests of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: : (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; ; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian BBH&Co. and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian BBH&Co. or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. BBH&Co.. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian BBH&Co. and/or its associates and the Fund, and agrees that: (a) the Custodian’s BBH&Co. and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Fund, including its Portfolios, under this Agreement; (b) the Custodian BBH&Co. and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian BBH&Co. and/or its associates shall not be liable to account to the Fund Fund, including its Portfolios, for any profits or benefits made or derived by or in connection with any such transaction,; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund or Portfolios under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund or a Portfolio for any profits or benefits made or derived by or in connection with any such transaction,; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the FundTrust’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the FundTrust; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund Trust notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund Trust by the Custodian. The Fund Trust hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the FundTrust, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Trust or Funds under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the FundTrust; (c) the Custodian and/or its associates shall not be liable to account to the Trust or a Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund Trust shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest interests of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, provided that, the Custodian and its associates maintain conflicts of interest policies and procedures reasonably designed to identify and avoid material adverse effects to clients, including the Fund, attributable to conflicts of interest in the conduct of any of the foregoing activity, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any may earn profits or receive benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; ; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; ; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest interests of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Funda Portfolio’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest interest, to the extent permitted under Applicable Law, including the 1940 Act, between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; ; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; ; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Fund, including its Portfolios, under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund Fund, including its Portfolios, for any profits or benefits made or derived by or in connection with any such transaction,; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the a Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Each Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; ; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; ; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other or client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholdersshareholders in accordance with the requirements of applicable law or regulations.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) 13.12.1 the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund or Portfolios under this Agreement; (b) 13.12.2 the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) 13.12.3 the Custodian and/or its associates shall not be liable to account to the Fund or a Portfolio for any profits or benefits made or derived by or in connection with any such transaction; , and (d) 13.12.4 the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, to or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the FundCompany; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund Company, notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund Company by the Custodian. The Fund Company hereby voluntarily consents to, to and waives any potential conflict of interest between the Custodian and/or its associates and the FundCompany, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Company under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the FundCompany; (c) the Custodian and/or its associates shall not be liable to account to the Fund Company for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund Company shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholdersinterestholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;, and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest interest, to the extent permitted under Applicable Law, including the Investment Company Act of 1940, between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund or Portfolios under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund or a Portfolio for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the FundCompany’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the FundCompany; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund Company notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund Company by the Custodian. The Fund Company hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the FundCompany, and agrees that: (a) 12.12.1 the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Company under this Agreement; (b) 12.12.2 the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the FundCompany; (c) 12.12.3 the Custodian and/or its associates shall not be liable to account to the Fund Company for any profits or benefits made or derived by or in connection with any such transaction; and (d) 12.12.4 the Fund Company shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the FundTrust’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the FundTrust; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund Trust notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund Trust by the Custodian. The Fund Trust hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the FundTrust, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Trust under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the FundTrust; (c) the Custodian and/or its associates shall not be liable to account to the Fund Trust for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund Trust shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund To the extent permitted by Applicable Law, the Trust hereby voluntarily consents to, and waives any such potential conflict of interest between the Custodian and/or its associates and the FundTrust, and agrees agrees, to the extent permitted by Applicable Law, that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) unless the transaction is effected with the Fund, the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the FundTrust’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the FundTrust; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund Trust notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund Trust by the Custodian. The Fund Trust hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the FundTrust, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Trust under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the FundTrust; (c) the Custodian and/or its associates shall not be liable to account to the Fund Trust for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund Trust shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement, provided that the Fund shall not be deemed to provide consent or grant any waiver with respect to any activity or potential or actual conflict that violates or is otherwise inconsistent with the federal securities laws or any other applicable laws; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, Section 12.12 to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest interest, to the extent permitted under Applicable Law, including the 1940 Act, between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund or Portfolios under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund or a Portfolio for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) except as required by applicable law, the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, by or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, to or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest interests of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian; provided that in no case shall the Custodian or its Agents (including its employees) be permitted to act in a manner that is contrary to Applicable Law or the other provisions of this Agreement. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: : (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the the (a) Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund or Portfolios under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund or a Portfolio for any profits or benefits made or derived by or in connection with any such transaction,; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) except as required by Applicable Law, the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;; and (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and or any of its associates affiliates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the FundTrust’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the FundTrust; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund Trust notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund Trust by the Custodian. The Fund Trust hereby voluntarily consents to, to and waives any potential conflict of interest between the Custodian and/or its associates affiliates and the FundTrust, and agrees that: (a) the Custodian’s and/or its associatesaffiliates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund Trust under this Agreement; (b) the Custodian and/or its associates affiliates shall not be under any duty to disclose any information in connection with any such transaction to the Fund;Trust; and (c) the Custodian and/or its associates affiliates shall not be liable to account to the Fund Trust for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s 's Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s 's and/or its associates’ ' engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; ; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund Trust hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the FundTrust, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from from, to the extent not prohibited by Applicable Law, (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; (b) except as may be required by Applicable Law, the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund under this Agreement; ; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; ; (c) the Custodian and/or its associates shall not be liable to account to the Fund for any profits or benefits made or derived by or in connection with any such transaction; and and (d) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, to its shareholders.. 18

Conflict. Nothing contained in this Agreement shall prevent the Custodian and its associates from (i) dealing as a principal or an intermediary in the sale, purchase or loan of the Fund’s Investments to, or from the Custodian or its associates; (ii) acting as a custodian, a subcustodian, a trustee, an agent, securities dealer, an investment manager or in any other capacity for any other client whose interests may be adverse to the interest of the Fund; or (iii) buying, holding, lending, and dealing in any way in any assets for the benefit of its own account, or for the account of any other client whose interests may be adverse to the Fund notwithstanding that the same or similar assets may be held or dealt in by, or for the account of the Fund by the Custodian. The Fund hereby voluntarily consents to, and waives any potential conflict of interest between the Custodian and/or its associates and the Fund, and agrees that: (a) the Custodian’s and/or its associates’ engagement in any such transaction shall not disqualify the Custodian from continuing to perform as the custodian of the Fund or Portfolios under this Agreement, provided that the Fund shall not be deemed to provide consent or grant any waiver with respect to any activity or potential or actual conflict that violates or is otherwise inconsistent with the federal securities laws or any other applicable law; (b) the Custodian and/or its associates shall not be under any duty to disclose any information in connection with any such transaction to the Fund; (c) the Custodian and/or its associates shall not be liable to account to the Fund or a Portfolio for any profits or benefits made or derived by or in connection with any such transaction,; and (dc) the Fund shall use all reasonable efforts to disclose this provision, among other provisions in this Agreement, Section 13.12 to its shareholders.