Common use of General Duties and Limitations Thereon Clause in Contracts

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard of care set forth in Section 8. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard of care set forth in Section 8 or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard of care set forth in Section 8, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, or the Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the Fund, or (iii) of such other counsel as the Fund and the Custodian may agree upon. The reasonable cost of such legal advice shall be reimbursed pursuant to Section 7.2 hereof. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable for the actions or omissions of any such agent or attorney selected by the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost of such services shall be reimbursed pursuant to Section 7.2 hereof.

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the a Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the a Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard Standard of care Care set forth in Section 88 of this Agreement. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard Standard of care Care set forth in Section 8 of this Agreement or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard Standard of care Care set forth in Section 88 of this Agreement, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the a Fund is in compliance with the 1940 Act, the regulations thereunder, or the a Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian or a Company or any Fund be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a party hereunder, the other party shall (i) promptly notify the other party of the occurrence of such event and (ii) use its commercially reasonable efforts or cause any Sub-custodian to use its commercially reasonable efforts to mitigate the effects of such event and to avoid continuing harm to such party. (d) The At the Custodian’s expense, the Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the a Fund (which advice shall be at such Fund’s expense), or (iii) of such other counsel as the a Fund and the Custodian may agree upon (and at whose expense a Fund and the Custodian have agreed upon. The reasonable cost ); provided however, (i) that if practicable the Custodian provides advance notice of any advice of counsel that is received by an Authorized Person of a Fund of any proposed course of action or non-action related thereto and (ii) with respect to the performance of any action or omission of any action upon such legal advice advice, the Custodian shall be reimbursed pursuant required to conform to the Standard of Care as set forth in Section 7.2 hereof8 above. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any an expense that is not expressly provided for in this Agreement or any financial or other liability that is not expressly provided for in this Agreement unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable for the actions or omissions ,. The appointment of any such agent agents or attorney selected by attorneys shall be at the Custodian’s expense and shall not relieve the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost any of such services shall be reimbursed pursuant to Section 7.2 hereofits obligations or liabilities under this Agreement.

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard of care set forth in Section 8. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard of care set forth in Section 8 or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard of care set forth in Section 8, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, or the Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian may consult with, and obtain advice from, legal outside counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the Fund, or (iii) at the expense of the Custodian, of such other counsel as the Fund and the Custodian may agree upon. The reasonable cost Any action taken or omitted to be taken upon advice of such legal advice counsel obtained as provided in this Section 9.1(d) shall be reimbursed pursuant to performed in conformity with the standard of care set forth in Section 7.2 hereof8. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and provided that the Custodian shall not be liable for the actions or omissions appointment of any such agent agents or attorney selected by attorneys shall be at the Custodian’s expense and shall not relieve the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost any of such services shall be reimbursed pursuant to Section 7.2 hereofits obligations or liabilities under this Agreement.

General Duties and Limitations Thereon. (a) The Custodian or Document Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian or Document Custodian shall be determined solely by the express provisions of this Agreement. No implied duties (including fiduciary duties), obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian or Document Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of Neither the Custodian to exercise the standard of care set forth in Section 8. Neither the or Document Custodian nor any of its their directors, officers, employees or agents shall be liable to anyone for any error of judgment, judgment or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard Standard of care set forth in Section 8 or is a breach of the terms of this AgreementCare. Subject to the Custodian’s or Document Custodian’s conformance to the standard Standard of care set forth in Section 8Care, the Custodian or Document Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian or Document Custodian shall not be under any obligation at any time to ascertain whether the Fund Company is in compliance with the 1940 Act, the regulations thereunder, or the FundCompany’s investment objectives and policies then in effect. (c) In no event shall the Custodian or Document Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian or Document Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian or Document Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; or (ii) of counsel for the Fund, or (iii) of such other counsel as the Fund and the Custodian may agree uponCompany. The reasonable cost of such legal advice shall be reimbursed pursuant to Section 7.2 9.2 hereof. (e) No provision of this Agreement shall require the Custodian or Document Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian or Document Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian or Document Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian or Document Custodian shall not be liable for the actions or omissions of any such agent or attorney selected by the Custodian or Document Custodian in conformity with the standard Standard of care set forth in Section 8Care. The reasonable cost of such services shall be reimbursed pursuant to Section 7.2 9.2 hereof. (h) The Custodian or Document Custodian shall have no duty or responsibility to monitor or enforce any of the Company’s investment parameters, policies, procedures, and restrictions, if any, and the Custodian or Document Custodian shall have no liability for the performance of any investment and shall have no duty regarding the management of the Company’s investments except to follow the directions of the Company. All trades, purchases, sales and liquidations are made at the sole risk of the Company and the Custodian or Document Custodian is not responsible or liable for any failure or delay in execution caused by the Company, any broker or clearing firm, any investment or investment sponsor, or any failure of any electronic or other method of communication. (i) The Custodian or Document Custodian shall have no liability for or on account of any act or omission of a third party, except as a result of an act or omission by such Custodian or Document Custodian that constituted gross negligence, bad faith or willful misconduct, for any loss occasioned by any third party whose services are rendered in connection with the operation of this Agreement. (j) The Custodian or Document Custodian shall have no liability for or on account of any act or omission of any broker, dealer or any agent engaged either by the Company or by the Custodian or Document Custodian, except as a result of an act or omission by such Custodian or Document Custodian that constituted gross negligence, bad faith or willful misconduct, in connection with the purchase, sale, transfer, delivery or exchange of any property held hereunder or otherwise. (k) The Custodian or Document Custodian is not a party to, is not bound by, and has no duty to inquire into any agreement other than this Agreement. (l) Subject to applicable law, the Custodian or Document Custodian and any stockholder, director, officer or employee of the Custodian may buy, sell, and deal in any of the securities of the Company and become pecuniarily interested in any transaction in which the Company may be interested, and contract and lend money to the Company and otherwise act as fully and freely as though it were not the Custodian or Document Custodian under this Agreement. Nothing herein shall preclude the Custodian or Document Custodian from acting in any other capacity for the Company or for any other entity. (m) Notwithstanding anything contained herein to the contrary, the Custodian and Document Custodian shall not be required to take any action in any jurisdiction not within the United States of America.

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard of care set forth in Section 8. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard of care set forth in Section 8 or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard of care set forth in Section 8, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, or the Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian may consult with, and obtain advice from, outside legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the Fund, or (iii) at the expense of the Custodian, of such other counsel as the Fund and the Custodian may agree upon. The reasonable cost Any action taken or omitted to be taken upon advice of such legal advice counsel obtained as provided in this Section 9.1 (d) shall be reimbursed pursuant to performed in conformity with the standard of care set forth in Section 7.2 hereof8. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and provided that the Custodian shall not be liable for the actions or omissions appointment of any such agent agents or attorney selected by attorneys shall be at the Custodian’s expense and shall not relieve the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost any of such services shall be reimbursed pursuant to Section 7.2 hereofits obligations or liabilities under this Agreement.

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard of care set forth in Section 8. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach bad faith, willful misconduct, negligence or reckless disregard of the standard of care set forth in Section 8 its duties under this agreement or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard of care set forth in Section 8, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, or the Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the Fund, or (iii) of such other counsel as the Fund and the Custodian may agree upon. The reasonable cost of such legal advice shall be reimbursed pursuant to Section 7.2 hereof. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable for the actions or omissions of any such agent or attorney selected by the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost of such services shall be reimbursed pursuant to Section 7.2 hereof.

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard Standard of care Care set forth in Section 88 of this Agreement. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard Standard of care Care set forth in Section 8 of this Agreement or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard Standard of care Care set forth in Section 88 of this Agreement, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, or the Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. Upon the occurrence of any event that causes or may cause any loss, damage or expense to a party hereunder, the other party shall (i) promptly notify the other party of the occurrence of such event and (ii) use its commercially reasonable efforts or cause any Sub-custodian to use its commercially reasonable efforts to mitigate the effects of such event and to avoid continuing harm to such party. (d) The At the Custodian’s expense, the Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the Fund (which advice shall be at the Fund’s expense), or (iii) of such other counsel as the Fund and the Custodian may agree upon (and at whose expense the Fund and the Custodian have agreed upon. The reasonable cost ); provided however, (i) that if practicable the Custodian provides advance notice of any advice of counsel that is received by an Authorized Person of the Fund of any proposed course of action or non-action related thereto and (ii) with respect to the performance of any action or omission of any action upon such legal advice advice, the Custodian shall be reimbursed pursuant required to conform to the Standard of Care as set forth in Section 7.2 8 hereof. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any an expense that is not expressly provided for in this Agreement or any financial or other liability that is not expressly provided for in this Agreement unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable for the actions or omissions . The appointment of any such agent agents or attorney selected by attorneys shall be at the Custodian’s expense and shall not relieve the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost any of such services shall be reimbursed pursuant to Section 7.2 hereofits obligations or liabilities under this Agreement.

General Duties and Limitations Thereon. (a) The Custodian or Document Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian or Document Custodian shall be determined solely by the express provisions of this Agreement. No implied duties (including fiduciary duties), obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian or Document Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of Neither the Custodian to exercise the standard of care set forth in Section 8. Neither the or Document Custodian nor any of its their directors, officers, employees or agents shall be liable to anyone for any error of judgment, judgment or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard of care set forth in Section 8 9 of this Agreement or is a breach of the terms of this Agreement. Subject to the Custodian’s or Document Custodian’s conformance to the standard of care set forth in Section 89 of this Agreement, the Custodian or Document Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian or Document Custodian shall not be under any obligation at any time to ascertain whether the Fund Company is in compliance with the 1940 Act, the regulations thereunder, or the FundCompany’s investment objectives and policies then in effect. (c) In no event shall the Custodian or Document Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian or Document Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian or Document Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; or (ii) of counsel for the Fund, or (iii) of such other counsel as the Fund and the Custodian may agree uponCompany. The reasonable cost of such legal advice shall be reimbursed pursuant to Section 7.2 8.2 hereof. (e) No provision of this Agreement shall require the Custodian or Document Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian or Document Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian or Document Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian or Document Custodian shall not be liable for the actions or omissions of any such agent or attorney selected by the Custodian or Document Custodian in conformity with the standard of care set forth in Section 89. The reasonable cost of such services shall be reimbursed pursuant to Section 7.2 8.2 hereof. (h) The Custodian or Document Custodian shall have no duty or responsibility to monitor or enforce any of the Company’s investment parameters, policies, procedures, and restrictions, if any, and the Custodian or Document Custodian shall have no liability for the performance of any investment and shall have no duty regarding the management of the Company’s investments except to follow the directions of the Company. All trades, purchases, sales and liquidations are made at the sole risk of the Company and the Custodian or Document Custodian is not responsible or liable for any failure or delay in execution caused by the Company, any broker or clearing firm, any investment or investment sponsor, or any failure of any electronic or other method of communication. (i) The Custodian or Document Custodian shall have no liability for or on account of any act or omission of a third party, except as a result of an act or omission by such Indemnitee that constituted gross negligence, bad faith or willful misconduct, for any loss occasioned by any third party whose services are rendered in connection with the operation of this Agreement. (j) The Custodian or Document Custodian shall have no liability for or on account of any act or omission of any broker, dealer or any agent engaged either by the Company or by the Custodian or Document Custodian, except as a result of an act or omission by such Indemnitee that constituted gross negligence, bad faith or willful misconduct, in connection with the purchase, sale, transfer, delivery or exchange of any property held hereunder or otherwise. (k) The Custodian or Document Custodian is not a party to, is not bound by, and has no duty to inquire into any agreement other than this Agreement. (l) Subject to applicable law, the Custodian or Document Custodian and any stockholder, director, officer or employee of the Custodian may buy, sell, and deal in any of the securities of the Company and become pecuniarily interested in any transaction in which the Company may be interested, and contract and lend money to the Company and otherwise act as fully and freely as though it were not the Custodian or Document Custodian under this Agreement. Nothing herein shall preclude the Custodian or Document Custodian from acting in any other capacity for the Company or for any other entity. (m) Notwithstanding anything contained herein to the contrary, the Custodian and Document Custodian shall not be required to take any action in any jurisdiction not within the United States of America.

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard of care set forth in Section 8. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard of care set forth in Section 8 or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard of care set forth in Section 8, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, or the Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian may consult with, and obtain advice from, legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the Fund, or (iii) at the expense of the Custodian, of such other counsel as the Fund and the Custodian may agree upon. The reasonable cost of such legal advice shall be reimbursed pursuant to Section 7.2 hereof. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and provided that the Custodian shall not be liable for the actions or omissions appointment of any such agent agents or attorney selected by attorneys shall be at the Custodian’s expense and shall not relieve the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost any of such services shall be reimbursed pursuant to Section 7.2 hereofits obligations or liabilities under this Agreement.

General Duties and Limitations Thereon. (a) The Custodian shall have no duties, obligations or responsibilities except for such duties as are expressly and specifically set forth in this Agreement, and the duties and obligations of the Custodian shall be determined solely by the express provisions of this Agreement. No implied duties, obligations or responsibilities shall be read into this Agreement against, or on the part of, the Custodian. (b) The Custodian shall be liable to the Fund and its Subsidiaries for all direct losses, damages, and expenses suffered or incurred by the Fund and its Subsidiaries resulting from the failure of the Custodian to exercise the standard of care set forth in Section 8. Neither the Custodian nor any of its directors, officers, employees or agents shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it (or any of its directors, officers, employees or agents), or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, unless such action constitutes a breach of the standard of care set forth in Section 8 or is a breach of the terms of this Agreement. Subject to the Custodian’s conformance to the standard of care set forth in Section 8, the Custodian shall not be liable for any action taken by it in good faith and reasonably believed by it to be within powers conferred upon it, or taken by it pursuant to any direction or instruction by which it is governed hereunder, or omitted to be taken by it by reason of the lack of direction or instruction required hereby for such action. The Custodian shall not be under any obligation at any time to ascertain whether the Fund is in compliance with the 1940 Act, the regulations thereunder, or the Fund’s investment objectives and policies then in effect. (c) In no event shall the Custodian be liable for any indirect, special or consequential damages (including lost profits) whether or not it has been advised of the likelihood of such damages. (d) The Custodian may consult with, and obtain advice from, outside legal counsel selected in good faith by the Custodian with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto. The Custodian shall be without liability for any action reasonably taken or reasonably omitted in good faith pursuant to advice (i) obtained in accordance with the preceding sentence; (ii) of counsel for the Fund, or (iii) at the expense of the Custodian, of such other counsel as the Fund and the Custodian may agree upon. The reasonable cost Any action taken or omitted to be taken upon advice of such legal advice counsel obtained as provided in this Section 9.1 (d) shall be reimbursed pursuant to performed in conformity with the standard of care set forth in Section 7.2 hereof. 8. (e) No provision of this Agreement shall require the Custodian to expend or risk its own funds, or to take any action (or forbear from action) hereunder which might in its judgment involve any expense or any financial or other liability unless it shall be furnished with acceptable indemnification. (f) The permissive right of the Custodian to take any action hereunder shall not be construed as duty. (g) The Custodian may act or exercise its duties or powers hereunder through agents or attorneys, and the Custodian shall not be liable for the actions or omissions of any such agent or attorney selected by the Custodian in conformity with the standard of care set forth in Section 8. The reasonable cost of such services shall be reimbursed pursuant to Section 7.2 hereof.