Common use of Lien and Set Off Clause in Contracts

Lien and Set Off. (a) Without limiting any right or remedy available at law to the Custodian, if the Custodian: (i) advances cash or securities to the Client for any purpose (including, without limitation, securities settlements, the purchase or sale of foreign exchange or of agreements for foreign exchange or assumed settlement); or (ii) incurs any liability to pay taxes, interest, charges, expenses, assessments, or other moneys in connection with the performance of its obligations under this Schedule, except such as may arise from its own negligent act or negligent omission, any money or Assets at any time held for the account of the Client shall be security therefore and shall be subject to a right of set-off or lien respectively. If the Client fails to promptly reimburse the Custodian in respect of those advances or liabilities, the Custodian may utilise available cash and dispose of the Assets of the Client, in a manner, at a time and at a price that the Custodian deem proper to the extent necessary to make itself whole. (b) The Custodian has a lien over the Assets for any amount due to the Custodian for Costs. (c) The Custodian is otherwise not permitted to take or grant a charge, mortgage, lien or other encumbrance over, or in relation to, the Assets for any unpaid fees of the Custodian or unless it is in accordance with the Client’s written instructions. (d) The Client acknowledges and agrees that: (i) the Custodian is not obliged to act on any instructions of the Client, or complete the settlement of a transaction, involving the purchase of or subscription for any financial product on behalf of the Client, or any other transaction requiring the expenditure of money on behalf of the Client, or to make any monies or other financial accommodation available to the Client or any other person at the request of the Client, unless the Client has sufficient cash in their Managed Account to complete the transaction; (ii) the Custodian may in its sole discretion, nevertheless, act on such instructions or complete such a transaction or make any such monies or other financial accommodation available (whether such financial accommodation is provided at the request or upon instructions of the Client) even if the Client has insufficient cash in their Managed Account and may for that purpose expend its own funds; (iii) if the Custodian uses its own funds as contemplated by paragraph (ii), that expenditure or financial accommodation will be treated as an advance by the Custodian, as the case may be to the Client. The Client shall repay that advance immediately upon demand by the Custodian (and no later than a period of 7 days from the day the expenditure or financial accommodation was made) and shall pay to the Custodian, as the case may be interest calculated at the Custodian(s)’ prevailing rate, and any government charges incurred from the day the advance is made to the day on which it is repaid to the Custodian as the case may be in full; (iv) the Custodian may from time to time credit the Client’s Managed Account with any instrument, advanced payment, wire transfer or remittance of funds prior to such amounts being cleared; (v) if the Client fails to repay part or all of an advance demanded by the Custodian, as contemplated by paragraph (iii), or where the Custodian credits any amounts to the Client’s Managed Account under paragraph

Lien and Set Off. (aA) Without limiting The Client hereby grants the Bank a continuing lien and security interest in any right and all Securities and Cash deposited by the Client with the Bank in the Cash Account and the Securities Account pursuant to this Agreement or remedy available at law other agreements entered into between the Client and the Bank until the satisfaction of and to secure all liabilities arising under this Agreement (whether actual or contingent) of the Client to the CustodianBank relating to safekeeping and administration expenses, including any fees owed and expenses or credit exposures incurred, including any overdraft credit provided pursuant to Section 9(C) hereof, in the performance of services under this Agreement (which lien, if exercised over any Asset in a Fund Account shall secure only such unpaid credit or expense exclusively due with respect of the Custodian:Fund Account). (iB) advances cash or securities The Bank may without prior notice to the Client for and without judicial proceeding of any purpose (includingkind, without limitation, securities settlements, the purchase or sale of foreign exchange or of agreements for foreign exchange or assumed settlement); or (ii) incurs set off any liability payment obligation owed to pay taxes, interest, charges, expenses, assessments, or other moneys in connection with the performance of its obligations under this Schedule, except such as may arise from its own negligent act or negligent omission, any money or Assets at any time held for the account of the Client shall be security therefore and shall be subject to a right of set-off or lien respectively. If the Client fails to promptly reimburse the Custodian in respect of those advances or liabilities, the Custodian may utilise available cash and dispose of the Assets of it by the Client, in a manner, at a time which has not been paid when due and at a price that the Custodian deem proper to the extent necessary to make itself whole. (b) The Custodian has a lien over the Assets for any amount due to the Custodian for Costs. (c) The Custodian is otherwise not permitted to take or grant a charge, mortgage, lien or other encumbrance over, or in relation to, the Assets for any unpaid fees of the Custodian or unless it is payable in accordance with the terms of this Agreement, thereby constituting a default hereunder, against any payment obligation or the value of any delivery obligation owed by the Bank to the Client, regardless of the place of payment, delivery and/or currency of any obligation (and for such purposes may make any currency conversion necessary), which delivery obligation may include, but shall not be limited to, Cash and Securities deposited with the Bank by the Client in the context of custodial services or other ancillary services or credit extensions provided by the Bank. In furtherance of the exercise of the above-described remedy upon the occurrence of a default, the Bank may, without notice to the Client, sell or transfer in a commercially reasonable manner any Securities held in custody pursuant to this Agreement and apply any proceeds towards the discharge of the Client’s written instructionsoutstanding obligations. If any obligation is unliquidated or unascertained, the Bank may set off an amount estimated by it in good faith to be the amount of that obligation. (dC) The Client acknowledges and agrees that:that the Assets may also be subject to a continuing lien in favor of any Sub-Custodian, Securities Depository, nominee or agent appointed by the Bank in accordance with this Agreement in respect of charges relating to the administration and safekeeping of such property. (iD) Notwithstanding anything contained in the above Section 24(A) and (B), the Bank agrees that any Cash or Securities held by the Bank, which Client notifies Bank is owned by Client’s customer(s) or registered investment company under Rule 17f5 of the ‘40 Act, will not be subject to any right of retention, pledge, charge, security interest, lien, encumbrance, right of sales or set-off in favor of the Bank, provided the remedies contained in the above Section 24(A) and (B) shall apply to the fullest extent in the case where (a) the Custodian is Bank has not obliged to act on any instructions received the full settlement price from the Client as a result of the Client, or complete the settlement of a transaction, involving the purchase of Securities, and / or subscription for any financial product on behalf of the Client, or any other transaction requiring the expenditure of money on behalf of the Client, or to make any monies or other financial accommodation available to the Client or any other person at the request of the Client, unless (b) the Client has sufficient cash failed to pay any safekeeping and administration fees when due. Nothing in their Managed Account to complete this Section 24(D) shall be constructed as a waiver by the transaction; (ii) Bank of any rights it may have the Custodian may in its sole discretion, nevertheless, act on such instructions or complete such a transaction or make any such monies or other financial accommodation available (whether such financial accommodation is provided at the request or upon instructions laws of the Client) even if the Client has insufficient cash in their Managed Account and may for that purpose expend its own funds; (iii) if the Custodian uses its own funds as contemplated by paragraph (ii), that expenditure or financial accommodation will be treated as an advance by the Custodian, as the case may be to the Client. The Client shall repay that advance immediately upon demand by the Custodian (and no later than a period of 7 days from the day the expenditure or financial accommodation was made) and shall pay to the Custodian, as the case may be interest calculated at the Custodian(s)’ prevailing rate, and any government charges incurred from the day the advance is made to the day on which it is repaid to the Custodian as the case may be in full; (iv) the Custodian may from time to time credit the Client’s Managed Account with any instrument, advanced payment, wire transfer or remittance of funds prior to such amounts being cleared; (v) if the Client fails to repay part or all of an advance demanded by the Custodian, as contemplated by paragraph (iii), or where the Custodian credits any amounts to the Client’s Managed Account under paragraphLocal Jurisdiction.

Lien and Set Off. (aA) Without limiting The Client hereby grants the Bank a continuing lien and security interest in any right and all Securities and Cash deposited by the Client with the Bank in the Cash Account and the Securities Account pursuant to this Agreement or remedy available at law other agreements entered into between the Client and the Bank until the satisfaction of and to secure all liabilities arising under this Agreement (whether actual or contingent) of the Client to the CustodianBank relating to safekeeping and administration expenses, including any fees owed and expenses or credit exposures incurred, including any overdraft credit provided pursuant to Section 9(C) hereof, in the performance of services under this Agreement (which lien, if exercised over any Asset in a Fund Account shall secure only such unpaid credit or expense exclusively due with respect of the Custodian:Fund Account). (iB) advances cash or securities The Bank may without prior notice to the Client for and without judicial proceeding of any purpose (includingkind, without limitation, securities settlements, the purchase or sale of foreign exchange or of agreements for foreign exchange or assumed settlement); or (ii) incurs set off any liability payment obligation owed to pay taxes, interest, charges, expenses, assessments, or other moneys in connection with the performance of its obligations under this Schedule, except such as may arise from its own negligent act or negligent omission, any money or Assets at any time held for the account of the Client shall be security therefore and shall be subject to a right of set-off or lien respectively. If the Client fails to promptly reimburse the Custodian in respect of those advances or liabilities, the Custodian may utilise available cash and dispose of the Assets of it by the Client, in a manner, at a time which has not been paid when due and at a price that the Custodian deem proper to the extent necessary to make itself whole. (b) The Custodian has a lien over the Assets for any amount due to the Custodian for Costs. (c) The Custodian is otherwise not permitted to take or grant a charge, mortgage, lien or other encumbrance over, or in relation to, the Assets for any unpaid fees of the Custodian or unless it is payable in accordance with the terms of this Agreement, thereby constituting a default hereunder, against any payment obligation or the value of any delivery obligation owed by the Bank to the Client, regardless of the place of payment, delivery and/or currency of any obligation (and for such purposes may make any currency conversion necessary), which delivery obligation may include, but shall not be limited to, Cash and Securities deposited with the Bank by the Client in the context of custodial services or other ancillary services or credit extensions provided by the Bank. In furtherance of the exercise of the above-described remedy upon the occurrence of a default, the Bank may, without notice to the Client, sell or transfer in a commercially reasonable manner any Securities held in custody pursuant to this Agreement and apply any proceeds towards the discharge of the Client’s written instructionsoutstanding obligations. If any obligation is unliquidated or unascertained, the Bank may set off an amount estimated by it in good faith to be the amount of that obligation. (dC) The Client acknowledges and agrees that:that the Assets may also be subject to a continuing lien in favor of any Sub-Custodian, Securities Depository, nominee or agent appointed by the Bank in accordance with this Agreement in respect of charges relating to the administration and safekeeping of such property. (iD) Notwithstanding anything contained in the above Section 24(A) and (B), the Bank agrees that any Cash or Securities held by the Bank, which Client notifies Bank is owned by Client’s customer(s) or registered investment company under Rule 17f5 of the ’40 Act, will not be subject to any right of retention, pledge, charge, security interest, lien, encumbrance, right of sales or set-off in favor of the Bank, provided the remedies contained in the above Section 24(A) and (B) shall apply to the fullest extent in the case where (a) the Custodian is Bank has not obliged to act on any instructions received the full settlement price from the Client as a result of the Client, or complete the settlement of a transaction, involving the purchase of Securities, and / or subscription for any financial product on behalf of the Client, or any other transaction requiring the expenditure of money on behalf of the Client, or to make any monies or other financial accommodation available to the Client or any other person at the request of the Client, unless (b) the Client has sufficient cash failed to pay any safekeeping and administration fees when due. Nothing in their Managed Account to complete this Section 24(D) shall be constructed as a waiver by the transaction; (ii) Bank of any rights it may have the Custodian may in its sole discretion, nevertheless, act on such instructions or complete such a transaction or make any such monies or other financial accommodation available (whether such financial accommodation is provided at the request or upon instructions laws of the Client) even if the Client has insufficient cash in their Managed Account and may for that purpose expend its own funds; (iii) if the Custodian uses its own funds as contemplated by paragraph (ii), that expenditure or financial accommodation will be treated as an advance by the Custodian, as the case may be to the Client. The Client shall repay that advance immediately upon demand by the Custodian (and no later than a period of 7 days from the day the expenditure or financial accommodation was made) and shall pay to the Custodian, as the case may be interest calculated at the Custodian(s)’ prevailing rate, and any government charges incurred from the day the advance is made to the day on which it is repaid to the Custodian as the case may be in full; (iv) the Custodian may from time to time credit the Client’s Managed Account with any instrument, advanced payment, wire transfer or remittance of funds prior to such amounts being cleared; (v) if the Client fails to repay part or all of an advance demanded by the Custodian, as contemplated by paragraph (iii), or where the Custodian credits any amounts to the Client’s Managed Account under paragraphLocal Jurisdiction.

Lien and Set Off. (aA) Without limiting To the extent permitted by Applicable Law, the Fund hereby grants the Bank a continuing general lien and security interest in any right and all Securities and Cash deposited by the Fund with the Bank in the Cash Account and the Securities Account pursuant to this Agreement or remedy available at law other agreements entered into between the Fund and the Bank until the satisfaction of and to secure all liabilities arising under this Agreement (whether actual or contingent) of the Fund to the CustodianBank including any fees owed and expenses or credit exposures incurred, if the Custodian: (iincluding any overdraft credit provided pursuant to Section 7(C) advances cash or securities to the Client for any purpose (includinghereof, without limitation, securities settlements, the purchase or sale of foreign exchange or of agreements for foreign exchange or assumed settlement); or (ii) incurs any liability to pay taxes, interest, charges, expenses, assessments, or other moneys in connection with the performance of its obligations services under this ScheduleAgreement. (B) To the extent permitted by, except such as and in addition to any other remedies available to the Bank under Applicable Law, the Bank may arise from its own negligent act without prior notice to the Fund and without judicial proceeding of any kind, set off any payment obligation owed to it by the Fund, which has not been paid when due and payable in accordance with the terms of this Agreement, thereby constituting a default hereunder, against any payment obligation or negligent omissionthe value of any delivery obligation owed by the Bank to the Fund, any money or Assets at any time held for the account regardless of the Client place of payment, delivery and/or currency of any obligation (and for such purposes may make any currency conversion necessary), which delivery obligation may include, but shall not be security therefore limited to, Cash and shall Securities deposited with the Bank by the Fund in the context of custodial services or other ancillary services or credit extensions provided by the Bank. In furtherance of the exercise of the above-described remedy upon the occurrence of a default, the Bank may, without notice to the Fund, sell or transfer in a commercially reasonable manner any Securities held in custody pursuant to this Agreement and apply any proceeds towards the discharge of the Fund's outstanding obligations. If any obligation is unliquidated or unascertained, the Bank may set off an amount estimated by it in good faith to be the amount of that obligation. (C) The Fund acknowledges and agrees that the Assets may also be subject to a right continuing lien in favor of setany Sub-off Custodian, Securities Depository, nominee or lien respectively. If agent appointed by the Client fails to promptly reimburse the Custodian Bank in accordance with this Agreement in respect of those advances or liabilities, the Custodian may utilise available cash and dispose of the Assets of the Client, in a manner, at a time and at a price that the Custodian deem proper charges relating to the extent necessary to make itself whole. (b) The Custodian has a lien over the Assets for any amount due to the Custodian for Costs. (c) The Custodian is otherwise not permitted to take or grant a charge, mortgage, lien or other encumbrance over, or in relation to, the Assets for any unpaid fees administration and safekeeping of the Custodian or unless it is in accordance with the Client’s written instructions. (d) The Client acknowledges and agrees that: (i) the Custodian is not obliged to act on any instructions of the Client, or complete the settlement of a transaction, involving the purchase of or subscription for any financial product on behalf of the Client, or any other transaction requiring the expenditure of money on behalf of the Client, or to make any monies or other financial accommodation available to the Client or any other person at the request of the Client, unless the Client has sufficient cash in their Managed Account to complete the transaction; (ii) the Custodian may in its sole discretion, nevertheless, act on such instructions or complete such a transaction or make any such monies or other financial accommodation available (whether such financial accommodation is provided at the request or upon instructions of the Client) even if the Client has insufficient cash in their Managed Account and may for that purpose expend its own funds; (iii) if the Custodian uses its own funds as contemplated by paragraph (ii), that expenditure or financial accommodation will be treated as an advance by the Custodian, as the case may be to the Client. The Client shall repay that advance immediately upon demand by the Custodian (and no later than a period of 7 days from the day the expenditure or financial accommodation was made) and shall pay to the Custodian, as the case may be interest calculated at the Custodian(s)’ prevailing rate, and any government charges incurred from the day the advance is made to the day on which it is repaid to the Custodian as the case may be in full; (iv) the Custodian may from time to time credit the Client’s Managed Account with any instrument, advanced payment, wire transfer or remittance of funds prior to such amounts being cleared; (v) if the Client fails to repay part or all of an advance demanded by the Custodian, as contemplated by paragraph (iii), or where the Custodian credits any amounts to the Client’s Managed Account under paragraphproperty

Lien and Set Off. (aA) Without limiting In addition to any right or remedy remedies available at law to the CustodianCustodian under applicable law, if the Custodian: Custodian shall have, and the Client hereby grants, a continuing general lien on all Property (iother than cash) to secure payment of fees and expenses for services rendered under this Agreement. If the Custodian advances cash or securities to the Client for any purpose (including, without limitation, securities settlements, or in the purchase event that the Custodian or sale of foreign exchange its nominee shall incur or of agreements for foreign exchange or assumed settlement); or (ii) incurs be assessed any liability to pay taxes, interest, charges, expenses, assessments, claims or other moneys liabilities in connection with the performance of its obligations under this Scheduleduties hereunder, except such as may arise from its own or its nominee's negligent action, neglect failure to act or negligent omissionwillful misconduct, any money or Assets Property at any time held for the account of the Client Custody Account shall be security therefore therefor and shall be subject to a right of set-off or lien respectively. If the Client fails hereby grants a security interest therein to the Custodian. The Client shall promptly reimburse the Custodian in respect for any such advance of those advances cash or liabilitiessecurities or any such taxes, charges, expenses, assessments, claims or liabilities upon the request for payment, but should the Client fail to so reimburse the Custodian, the Custodian may utilise available cash and shall be entitled to dispose of the Assets of the Client, in a manner, at a time and at a price that the Custodian deem proper such Property to the extent necessary to make itself whole. (b) obtain reimbursement. The Custodian has a lien over the Assets for shall be entitled to debit any amount due to Account, in connection with any such advance and any interest on such advance as the Custodian for Costs. (c) The Custodian is otherwise not permitted to take or grant a charge, mortgage, lien or other encumbrance over, or in relation to, the Assets for any unpaid fees of the Custodian or unless it is in accordance with the Client’s written instructions. (d) The Client acknowledges and agrees that: (i) the Custodian is not obliged to act on any instructions of the Client, or complete the settlement of a transaction, involving the purchase of or subscription for any financial product on behalf of the Client, or any other transaction requiring the expenditure of money on behalf of the Client, or to make any monies or other financial accommodation available to the Client or any other person at the request of the Client, unless the Client has sufficient cash in their Managed Account to complete the transaction; (ii) the Custodian may in its sole discretion, nevertheless, act on such instructions or complete such a transaction or make any such monies or other financial accommodation available (whether such financial accommodation is provided at the request or upon instructions of the Client) even if the Client has insufficient cash in their Managed Account and may for that purpose expend its own funds; (iii) if the Custodian uses its own funds as contemplated by paragraph (ii), that expenditure or financial accommodation will be treated as an advance by the Custodian, as the case may be to the Clientdeems reasonable. The Client shall repay that advance immediately upon demand by the Custodian (and no later than a period of 7 days from the day the expenditure or financial accommodation was made) and shall pay to the Custodian, as the case may be interest calculated at the Custodian(s)’ prevailing rate, and any government charges incurred from the day the advance is made to the day on which it is repaid to the Custodian as the case may be in full; (iv) the Custodian may from time to time credit the Client’s Managed Account with any instrument, advanced payment, wire transfer or remittance of funds prior to such amounts being cleared; (v) if the Client fails to repay part or all of an advance demanded by the Custodian, as contemplated by paragraph (iii), or where the Custodian credits any amounts to the Client’s Managed Account under paragraph-------------------------------------------------------------------------------- xii [CITIBANK LOGO] --------------------------------------------------------------------------------