Common use of Custodians Responsibilities and Liabilities Clause in Contracts

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the Trust, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the Trust. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust as the same shall be reflected in instructions to Custodian from the Trust. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 Custodian's ’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust Principal be liable for any consequential, indirect, punitive, or special damage which the other party may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' ’ fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 18.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care reasonable care, prudence and diligence it usually exercises with respect to similar property of its owna professional custodian for hire. 16.2 18.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 18.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 18.6 To the extent permissible by law or regulation and upon Principal’s request, the Principal and any relevant Fund shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal or any Fund, in each case to the extent that the Custodian fails to pursue any such claim or Principal or the relevant Fund is not made whole in respect of such loss, damage or claim.

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s 's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s 's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitiveconsequential or indirect damage that is not reasonably foreseeable, or any punitive or special damage damage, which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 16.6 Custodian agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of Principal, all records and other information relative to Principal and prior, present, or potential shareholders of Principal (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by Principal, which approval shall not be unreasonably withheld and may not be withheld where Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by Principal. Records and other information which have become known to the public through no wrongful act of Custodian or any of its employees, agents or representatives, and information that was already in the possession of Custodian prior to receipt thereof from Principal or its agent, shall not be subject to this paragraph. Further, Custodian will adhere to the privacy policies adopted by Principal pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to Principal and its shareholders.

Custodians Responsibilities and Liabilities. 16.1 18.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care reasonable care, prudence and diligence it usually exercises with respect to similar property of its owna professional custodian for hire. 16.2 18.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s 's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s 's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' '' fees). 16.5 18.5 With respect to legal proceedings referred to in Subparagraph 16.4 18.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 18.6 To the extent permissible by law or regulation and upon Principal's request, the Principal and any relevant Fund shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal or any Fund, in each case to the extent that the Custodian fails to pursue any such claim or Principal or the relevant Fund is not made whole in respect of such loss, damage or claim.

Custodians Responsibilities and Liabilities. 16.1 Custodian's ’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' ’ fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 18.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care reasonable care, prudence and diligence it usually exercises with respect to similar property of its owna professional custodian for hire. 16.2 18.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement.. UNION BANK INSTITUTIONAL CUSTODY SERVICES 16.3 18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 18.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 18.6 To the extent permissible by law or regulation and upon Principal’s request, the Principal and any relevant Fund shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal or any Fund, in each case to the extent that the Custodian fails to pursue any such claim or Principal or the relevant Fund is not made whole in respect of such loss, damage or claim.

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitiveconsequential or indirect damage that is not reasonably foreseeable, or any punitive or special damage damage, which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 16.6 Custodian agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of Principal, all records and other information relative to Principal and prior, present, or potential shareholders of Principal (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by Principal, which approval shall not be unreasonably withheld and may not be withheld where Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by Principal. Records and other information which have become known to the public through no wrongful act of Custodian or any of its employees, agents or representatives, and information that was already in the possession of Custodian prior to receipt thereof from Principal or its agent, shall not be subject to this paragraph. Further, Custodian will adhere to the privacy policies adopted by Principal pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to Principal and its shareholders.

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 8.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Amendment and the Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 8.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the Trust, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s 's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s 's liability for any act or failure to act under this Amendment and the Agreement shall be limited to the resulting direct loss, if any, of the Trust. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Trust may incur or suffer in connection with this Amendment and the Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust as the same shall be reflected in instructions to Custodian from the Trust. 16.4 8.3 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 (a) Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own.its 16.2 (b) Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any lossloss of or damage to Securities resulting from any causes beyond Custodian's reasonable control including, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service)limitations, acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable controldisaster. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. The Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Trust Principal if the Custodian were holding such securities and cash in its their own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement The Custodian shall be limited liable to the resulting direct loss, if any, Principal only to the extent of the Trust. Under no circumstances shall Custodian Principal's direct damages, to be determined based on the market value of the property which is subject to loss and without reference to any special conditions or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party may incur or suffer in connection with this Agreementcircumstances. 16.3 (c) The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an investment manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 (d) Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 (e) With respect to legal proceedings referred to in Subparagraph 16.4 paragraph 15.(d) of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 Custodian's ’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust Principal be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' ’ fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 18.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care reasonable care, prudence and diligence it usually exercises with respect to similar property of its owna professional custodian for hire. 16.2 18.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s 's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s 's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 18.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 18.6 To the extent permissible by law or regulation and upon Principal's request, the Principal and any relevant Fund shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal or any Fund, in each case to the extent that the Custodian fails to pursue any such claim or Principal or the relevant Fund is not made whole in respect of such loss, damage or claim.

Custodians Responsibilities and Liabilities. 16.1 (a) Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 (b) Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any lossloss of or damage to Securities resulting from any causes beyond Custodian's reasonable control including, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service)limitations, acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable controldisaster. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. The Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that the Custodian would be liable to the Trust Principal if the Custodian were holding such securities and cash in its their own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement The Custodian shall be limited liable to the resulting direct loss, if any, Principal only to the extent of the Trust. Under no circumstances shall Custodian Principal's direct damages, to be determined based on the market value of the property which is subject to loss and without reference to any special conditions or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party may incur or suffer in connection with this Agreementcircumstances. 16.3 (c) The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an investment manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 (d) Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 (e) With respect to legal proceedings referred to in Subparagraph 16.4 paragraph 15.(d) of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 Custodian's ’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal as the same shall be reflected in instructions to Custodian from the TrustPrincipal. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' ’ fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall be obligated to act in good faith and exercise no less than care, prudence and diligence to ensure the same degree accuracy and completeness of all services performed under this Agreement and shall be liable to Principal for all damages, losses and expenses suffered or incurred by Principal resulting from the failure of Custodian to exercise such care and diligence it usually exercises with respect to similar property diligence. In the event of its ownany loss, damage or expense suffered or incurred by Principal resulting from the actions or omissions of any Sub-Custodian or Depository for which Custodian would otherwise be liable, the Custodian shall promptly reimburse Principal in the amount of any such loss, damage or expense. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. (Old mutual considering our request to keep this language in tact. UBOC would prefer not to add Rider E if this language is deleted.) Custodian shall notify Principal of any errors, omissions or interruptions, in, or delay or unavailability of Custodian’s ability to safeguard and hold Securities and cash in accordance with this Agreement as promptly as practicable, and proceed to correct the same as soon as is reasonably possible at no less or additional expense to Principal. In the event of equipment failures beyond Custodian’s control, Custodian shall at no additional expense to Principal, take reasonable steps to minimize service interruptions. Custodian shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for back-up emergency use of electronic data processing equipment. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties a. The Custodian shall exercise reasonable care and responsibilities diligence in the possession, retention and protection of the Pledged Securities delivered to it hereunder. The Custodian shall be limited required to perform only those expressly duties specifically set forth in this AgreementAgreement and no additional duties, express or as otherwise agreed by Custodian in writing. In carrying out its responsibilitiesimplied, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the Trust, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to imposed on the Trust for any loss which shall occur as Custodian hereunder or by operation of law, including, but not limited to, the result of the failure duties of a Sub-trustee under a trust indenture. The Custodian to exercise reasonable care makes no other representations or warranties of any kind with respect to the safekeeping services to be provided hereunder, except as specifically set forth in this Section. b. The Custodian shall at all times be entitled to act upon the instructions and authorizations of assets appropriate officers of the Pledgor and the Secured Party in the performance of its duties hereunder, and shall at all times be entitled to rely upon the accuracy and integrity of all such certificates and representations made to the same extent that Custodian. No duty of independent investigation of any authorization, certification or representation made by the Pledgor or Secured Party shall be imposed on the Custodian would be liable to the Trust if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement or by operation of law. c. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable for any loss resulting from any action taken or omitted hereunder unless such loss is proximately caused by its or their negligence or willful misconduct. Any liability on Custodian’s part for loss or damage to such Pledged Securities shall be limited to the resulting direct loss, if any, market value thereof on the date of the Trust. Under no circumstances shall Custodian discovery of such loss or the Trust be liable for any consequential, indirect, punitive, or special damage date on which the other party may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordinglyloss occurred, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust as the same whichever amount shall be reflected in instructions to greater. Custodian from the Trust. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counselconsequential damages.

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping and custody of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 17.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 17.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 17.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 17.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 17.5 With respect to legal proceedings referred to in Subparagraph 16.4 17.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 18.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 18.2 Custodian (iI) shall not be required to maintain any special insurance for the benefit of the Trust, Principal; and (iiII) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s 's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s 's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any investment Manager. 16.4 18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 18.5 With respect to legal proceedings referred to in Subparagraph 16.4 18.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 18.1 Custodian's ’s duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care reasonable care, prudence and diligence it usually exercises with respect to similar property of its owna professional custodian for hire. 16.2 18.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 18.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 18.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' '’ fees). 16.5 18.5 With respect to legal proceedings referred to in Subparagraph 16.4 18.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 18.6 To the extent permissible by law or regulation and upon Principal’s request, the Principal and any relevant Fund shall be subrogated to the rights of the Custodian with respect to any claim for any loss, damage or claim suffered by Principal or any Fund, in each case to the extent that the Custodian fails to pursue any such claim or Principal or the relevant Fund is not made whole in respect of such loss, damage or claim.

Custodians Responsibilities and Liabilities. 16.1 17.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 17.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s 's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities and cash in its own premises. In all cases, Custodian’s 's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitive, or special damage which the other party Principal may incur or suffer in connection with this Agreement. 16.3 17.3 The parties intend that Custodian shall not be considered a fiduciary of the Account. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 17.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 17.5 With respect to legal proceedings referred to in Subparagraph 16.4 17.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel.

Custodians Responsibilities and Liabilities. 16.1 Custodian's duties and responsibilities shall be limited to those expressly set forth in this Agreement, or as otherwise agreed by Custodian in writing. In carrying out its responsibilities, Custodian shall exercise no less than the same degree of care and diligence it usually exercises with respect to similar property of its own. 16.2 Custodian (i) shall not be required to maintain any special insurance for the benefit of the TrustPrincipal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s 's reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities Securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to the Trust Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to the Trust Principal if Custodian were holding such securities Securities and cash in its own premises. In all cases, Custodian’s 's liability for any act or failure to act under this Agreement shall be limited to the resulting direct loss, if any, of the TrustPrincipal. Under no circumstances shall Custodian or the Trust be liable for any consequential, indirect, punitiveconsequential or indirect damage that is not reasonably foreseeable, or any punitive or special damage damage, which the other party Principal may incur or suffer in connection with this Agreement. 16.3 The parties intend that Custodian shall not be considered a fiduciary of the AccountAccounts. Accordingly, Custodian shall have no power to make decisions regarding any policy, interpretation, practice, or procedure with respect to the Account, but shall perform the ministerial and administrative functions described in this Agreement as provided herein and within the framework of policies, interpretations, rules, practices, and procedures made by the Trust Principal or an Investment Manager, where applicable, as the same shall be reflected in instructions to Custodian from the TrustPrincipal or any Investment Manager. 16.4 Custodian shall not be required to appear in or defend any legal proceedings with respect to the Account Accounts or the Securities unless Custodian has been indemnified to its reasonable satisfaction against loss and expense (including reasonable attorneys' fees). 16.5 With respect to legal proceedings referred to in Subparagraph 16.4 of this agreement, Custodian may consult with counsel acceptable to it after written notification to the Trust Principal concerning its duties and responsibilities under this Agreement, and shall not be liable for any action taken or not taken in good faith on the advice of such counsel. 16.6 Custodian agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of Principal, all records and other information relative to Principal and prior, present, or potential shareholders of Principal (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by Principal, which approval shall not be unreasonably withheld and may not be withheld where Custodian may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by Principal. Records and other information which have become known to the public through no wrongful act of Custodian or any of its employees, agents or representatives, and information that was already in the possession of Custodian prior to receipt thereof from Principal or its agent, shall not be subject to this paragraph. Further, Custodian will adhere to the privacy policies adopted by Principal pursuant to Title V of the Xxxxx-Xxxxx-Xxxxxx Act, as may be modified from time to time. In this regard, Custodian shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to Principal and its shareholders.