Common use of Duties and Liabilities of Custodian Clause in Contracts

Duties and Liabilities of Custodian. The Custodian shall deliver to you all notices, prospectuses, financial statements, proxies, and proxy soliciting materials relating to the Fund Shares held by it, and shall not vote any of the Fund Shares held except in accordance with your written instructions. The Custodian shall keep accurate and detailed accounts of all contributions, receipts, investments, distributions, disbursements and all other transactions, and shall prepare and file any returns required to be filed by it as Custodian of an Individual Retirement Account under the Code. The Custodian shall be under no duties whatsoever except such duties as are specifically set forth as such in this Custodial Agreement, and no implied covenant or obligation shall be read into the Custodial Agreement against the Custodian. In the performance of its duties, the Custodian shall be liable only for its own gross negligence or willful misconduct. In performing its duties under this Agreement, the Custodian may hire agents, experts and attorneys and delegate discretionary powers to, and rely upon, information and advice furnished by such agents, experts and attorneys. You shall have the sole authority and responsibility for the enforcement or defense of the terms and conditions of the Custodial Agreement against or on behalf of any person or persons claiming any interest in the Account. The Custodian shall not be required to prosecute, defend or respond to any action or any judicial proceeding relating to the Account unless it has previously received indemnification satisfactory to it in form and in substance. The Custodian shall be liable only for its gross negligence or willful misconduct in failing to perform the terms of this Agreement and shall not be liable for any action or failure to act when such action or failure to act is in accordance with your written authorization or instructions or is due to the absence of written instructions. The Custodian shall not be required to give bond or security for the performance of its duties. You shall at all times fully indemnify and save harmless the Custodian from any liability, cost, or expense which may arise in connection with this Agreement, except any liability, cost, or expenses arising from the gross negligence or willful misconduct of the Custodian.