Common use of Duties of the Bank Clause in Contracts

Duties of the Bank. 14.1 Performance of Duties and Standard of Care. In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the Fund, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice. The Bank will be under no duty or obligation to inquire into and will not be liable for: (a) the validity of the issue of any Portfolio Securities purchased by or for the Fund, the legality of the purchases thereof or the propriety of the price incurred therefor; (b) the legality of any sale of any Portfolio Securities by or for the Fund or the propriety of the amount for which the same are sold; (c) the legality of an issue or sale of any common shares of the Fund or the sufficiency of the amount to be received therefor; (d) the legality of the repurchase of any common shares of the Fund or the propriety of the amount to be paid therefor; (e) the legality of the declaration of any dividend by the Fund or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (f) any property or moneys of the Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of the Fund are such as may properly be held by the Fund under the provisions of its Articles, By-laws, any federal or state statutes or any rule or regulation of any governmental agency. 14.2 Agents and Subcustodians with Respect to Property of the Fund Held in the United States. The Bank may employ agents of its own selection in the performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ subcustodians selected by or at the direction of the Fund, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of the Fund's assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Fund or any other person by reason of any act or omission of any such subcustodian and the Fund shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any subcustodian. Upon request of the Bank, the Fund shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund shall pay all fees and expenses of any subcustodian.

Duties of the Bank. 14.1 Performance of Duties 1.1 Subject to the terms and Standard of Care. In performing its duties hereunder and any other duties listed on any Schedule hereto, if anyconditions set forth in this Agreement, the Bank will be entitled shall act as the Transfer Agent's sub-transfer agent for Shares in connection with any accumulation plan, open account, dividend reinvestment plan, retirement plan or similar plan provided to receive Shareholders and act upon set out in each Fund's currently effective prospectus and statement of additional information ("Prospectus"), including without limitation any periodic investment plan or periodic withdrawal program. As used herein the advice term '"Shares" means the authorized and issued shares of independent counsel common stock, or shares of its own selectionbeneficial interest, which as the case may be counsel be, for the Fund, and will be without liability for any action taken or thing done or omitted to be done each Fund listed in Schedule A. In accordance with procedures established from time to time by agreement between the Transfer Agent and the Bank, the Bank shall provide the services listed in this Agreement in good faith in conformity with such advice. The Bank will be under no duty or obligation to inquire into and will not be liable for:Section 1. (a) The Bank shall: (i) receive for acceptance, orders for the validity purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of each Fund authorized pursuant to the Articles of Incorporation or organization of each Fund (the "Custodian"); (ii) pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian; (iv) in respect to the transactions in items (i), (ii) and (iii) above, the Bank shall execute transactions directly with broker-dealers authorized by each Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) prepare and transmit payments for dividends and distributions declared by each Fund; (viii) issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Bank of indemnification satisfactory to the Bank and protecting the Bank and each Fund, and the Bank at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) maintain records of account for and advise the Transfer Agent and its Shareholders as to the foregoing; and (x) Record the issuance of Shares of each Fund and maintain pursuant to Rule 17Ad-10(e) of the issue Securities Exchange Act of 1934 as amended (the "Exchange Act of 1934") a record of the total number of Shares of each Fund which are authorized, based upon data provided to it by each Fund or the Transfer Agent, and issued and outstanding. The Bank shall also provide each Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any Portfolio Securities purchased by laws relating to the issue or for sale of such Shares, which functions shall be the Fundsole responsibility of each Fund or the Transfer Agent. (a) For reports, the legality Bank shall: (i) maintain all Shareholder accounts, prepare meeting, proxy, and mailing lists, withhold taxes on US resident and non-resident alien accounts, prepare and file US Treasury Department reports required with respect to interest, dividends and distributions by federal authorities for all Shareholders, prepare confirmation forms and statements of the account to Shareholders for all purchases thereof or the propriety and redemptions of the price incurred therefor;Shares and other confirmable transactions in Shareholder account information. (b) For blue sky reporting the legality of any sale of any Portfolio Securities by or for the Bank shall provide a system that will enable each Fund or the propriety Transfer Agent to monitor the total number of the amount for which the same are sold; (c) the legality of an issue or sale of any common shares of the Shares sold in each State, and each Fund or the sufficiency Transfer Agent shall: (i) identify to the Bank in writing those transactions and assets to be treated as exempt from blue sky reporting for each State; and (ii) verify the establishment of transactions for each State on the System prior to the activity for each State, the responsibility of the amount Bank for each Fund's blue sky state registration status is solely limited to be received therefor; (d) the legality initial establishment of the repurchase of any common shares of the Fund or the propriety of the amount transactions subject to be paid therefor; (e) the legality of the declaration of any dividend blue sky compliance by the Fund or the legality of Transfer Agent and the distribution of any Portfolio Securities as payment in kind reporting of such dividend; and (f) any property or moneys of transactions to the Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of the Fund are such as may properly be held by the Fund under the provisions of its Articles, By-laws, any federal or state statutes or any rule or regulation of any governmental agencyprovided above. 14.2 Agents 1.3 Per the attached service responsibility schedule procedures as to who shall provide certain of these services in Section 1 may be established from time to time by agreement between the Transfer Agent and Subcustodians with Respect to Property of the Fund Held in the United StatesBank. The Bank may employ agents at times perform only a portion of its own selection in these services and the performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder Transfer Agent may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ subcustodians selected by or at the direction of the Fund, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of the perform these services on each Fund's assets with respect to property of the Fund held in the United States. behalf. 1.4 The Bank shall have no liability to provide additional services on behalf of the Fund or any other person by reason of any act or omission of any such subcustodian and the Fund shall indemnify Transfer Agent (i.e., escheat services) that may be agreed upon in writing between the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any subcustodian. Upon request of the Bank, the Fund shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund shall pay all fees and expenses of any subcustodianTransfer Agent.

Duties of the Bank. 14.1 Performance of Duties and Standard of Care. The Bank will perform ------------------------------------------ all of its duties hereunder in a timely manner as determined by industry standards in the relevant market as applied to the specific transaction, taking into account relevant facts and circumstances. In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the FundTrust, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice. The Bank will be under no duty or obligation to inquire into and will not be liable for: (a) the validity of the issue of any Portfolio Securities purchased by or for each Fund of the FundTrust, the legality of the purchases thereof or the propriety of the price incurred therefor; (b) the legality of any sale of any Portfolio Securities by or for each Fund of the Fund Trust or the propriety of the amount for which the same are sold; (c) the legality of an issue or sale of any common shares of each Fund of the Fund Trust or the sufficiency of the amount to be received therefor; (d) the legality of the repurchase of any common shares of each Fund of the Fund Trust or the propriety of the amount to be paid therefor; (e) the legality of the declaration of any dividend by each Fund of the Fund Trust or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (f) any property or moneys of each Fund of the Fund Trust unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of the Fund Trust are such as may properly be held by the Fund Trust under the provisions of its Articles, By-laws, Articles any federal or state statutes or any rule or regulation of any governmental agency. 14.2 Agents and Subcustodians with Respect to Property of the Fund Trust Held ------------------------------------------------------------------- in the United States. The Bank may employ agents of its own selection in the -------------------- performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ subcustodians selected by or at the direction of the FundTrust, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of the FundTrust's assets with respect to property of the Fund Trust held in the United States. The Bank shall have no liability to the Fund Trust or any other person by reason of any act or omission of any such subcustodian and the Fund Trust shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any subcustodian. Upon request of the Bank, the Fund Trust shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund Trust shall pay all fees and expenses of any subcustodiansubcustodian as agreed to in writing by the Trust.

Duties of the Bank. 14.1 Performance of Duties and Standard of Care. In performing its duties hereunder and any other duties listed on any Schedule hereto, if any, the Bank will be entitled to receive and act upon the advice of independent counsel of its own selection, which may be counsel for the Fund, and will be without liability for any action taken or thing done or omitted to be done in accordance with this Agreement in good faith in conformity with such advice. The Bank will be under no duty or obligation to inquire into and will not be liable for: (a) the validity of the issue of any Portfolio Securities purchased by or for the Fund, the legality of the purchases thereof or the propriety of the price incurred therefor; (b) the legality of any sale of any Portfolio Securities by or for the Fund or the propriety of the amount for which the same are sold; (c) the legality of an issue or sale of any common shares of the Fund or the sufficiency of the amount to be received therefor; (d) the legality of the repurchase of any common shares of the Fund or the propriety of the amount to be paid therefor; (e) the legality of the declaration of any dividend by the Fund or the legality of the distribution of any Portfolio Securities as payment in kind of such dividend; and (f) any property or moneys of the Fund unless and until received by it, and any such property or moneys delivered or paid by it pursuant to the terms hereof. Moreover, the Bank will not be under any duty or obligation to ascertain whether any Portfolio Securities at any time delivered to or held by it for the account of the Fund are such as may properly be held by the Fund under the provisions of its Articles, By-laws, any federal or state statutes or any rule or regulation of any governmental agency. 14.2 Agents and Subcustodians with Respect to Property of the Fund Held in the United States. The Bank may employ agents of its own selection in the performance of its duties hereunder and shall be responsible for the acts and omissions of such agents as if performed by the Bank hereunder. Without limiting the foregoing, certain duties of the Bank hereunder may be performed by one or more affiliates of the Bank. Upon receipt of Proper Instructions, the Bank may employ subcustodians selected by or at the direction of the Fund, provided that any such subcustodian meets at least the minimum qualifications required by Section 17(f)(1) of the 1940 Act to act as a custodian of the Fund's assets with respect to property of the Fund held in the United States. The Bank shall have no liability to the Fund or any other person by reason of any act or omission of any such subcustodian and the Fund shall indemnify the Bank and hold it harmless from and against any and all actions, suits and claims, arising directly or indirectly out of the performance of any subcustodian. Upon request of the Bank, the Fund shall assume the entire defense of any action, suit, or claim subject to the foregoing indemnity. The Fund shall pay all fees and expenses of any subcustodian.