Common use of Limitation of Custodian’s Liability Clause in Contracts

Limitation of Custodian’s Liability. Custodian’s duties and responsibilities are set forth in this Agreement. Unless otherwise specified in this Agreement, Custodian shall act only upon receipt of Advice from Broker regarding release, delivery or substitution of Collateral. Custodian shall not be liable or responsible for anything done, or omitted to be done, by it in good faith and in the absence of negligence and may rely and shall be protected in acting upon any Advice or other communication from Broker which it reasonably believes to be genuine and authorized. As between Custodian and Broker, Broker shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian (including reasonable counsel fees) imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any Advice, notice or instruction of Broker under this Agreement, except for losses or liabilities arising out of Custodian’s negligence, recklessness or willful misconduct. In matters concerning or relating to this Agreement, Custodian shall not be responsible for compliance with the Margin Rules. Custodian shall not be liable to any party for any acts or omissions of the other parties to this Agreement. Custodian shall not be liable for any losses caused directly or indirectly by any inability of Custodian to perform occasioned by suspension of trading, wars, civil disturbances, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, Clearing Agencies or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental or Self-Regulatory Organizations laws, rules or actions, or any other causes beyond Custodian’s control, or for any consequential, incidental, punitive, special or indirect damages, economic loss or lost profits, even if Custodian is advised of the possibility of such damages or loss.

Limitation of Custodian’s Liability. Custodian’s duties and Custodian shall have no duties, obligations or responsibilities other than as are expressly set forth in this Agreement, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian. Unless otherwise specified in this Agreement, Custodian shall act only upon receipt of Advice from Broker regarding release, delivery release or substitution of Collateral. Custodian shall not be liable or responsible for anything done, or omitted to be done, by it in good faith and in the absence of negligence gross negligence, recklessness or willful misconduct and may rely and shall be protected in acting upon any Advice Advice, notice, Instruction or other communication from Broker which it reasonably believes to be genuine and authorized. Customer and Broker hereby agree to hold Custodian and its nominees harmless from any liability as holder of record. As between Custodian and Broker, Broker shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian (including reasonable counsel fees) imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any Advicenotice, notice instruction or instruction Advice of Broker under this Agreement. As between Custodian and Customer, except for Customer shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian (including reasonable counsel fees) imposed on or incurred by Custodian in connection with or arising out of the Custodian’s negligence, recklessness or willful misconductperformance under this Agreement. In matters concerning or relating to this Agreement, Custodian shall not be responsible for compliance with any statute or regulation regarding the establishment or maintenance of margin credit, including but not limited to Regulation T and the other Margin Rules, or with any rules or regulations of the Options Clearing Corporation. Custodian shall have no responsibility for the validity or enforceability of the Security Interest, provided, that the foregoing shall not apply to a breach by the Custodian of its obligations or representations under this Agreement that negatively affects the validity or enforceability of the Security Interest. Custodian shall not be liable to any party for any acts or omissions of the other parties to this Agreement, regardless of the form of action in which any such damages may be claimed. Notwithstanding anything to the contrary herein and without limiting the generality of the foregoing, Custodian shall not be liable responsible for determining or verifying (i) any losses caused directly event that gives rise to any instruction, direction or indirectly other Entitlement Order to the Custodian by Broker or Customer or (ii) whether any inability Collateral delivered to Custodian for deposit to the Special Custody Account constitutes Eligible Assets and the adequacy or sufficiency of Custodian to perform occasioned by suspension of tradingthis Agreement, wars, civil disturbances, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, Clearing Agencies or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental or Self-Regulatory Organizations laws, rules or actions, Special Custody Account or any other causes beyond Custodian’s control, or for any consequential, incidental, punitive, special or indirect damages, economic loss or lost profits, even if Custodian is advised of the possibility of such damages or lossCollateral deposited thereto.

Limitation of Custodian’s Liability. Custodian’s duties and responsibilities are set forth in this Agreement. Agreement Unless otherwise specified in this Agreement, Custodian shall act only upon receipt of Advice from Broker regarding release, delivery or substitution of Collateral. , Custodian shall not be liable or responsible for anything done, or omitted to be done, by it in good faith and in the absence of negligence and may rely and shall be protected in acting upon any Advice or other communication from Broker which it reasonably believes to be genuine and authorized. As between Custodian and Broker, Broker shall indemnify and end hold Custodian harmless with regard to any losses or liabilities of Custodian (including reasonable counsel fees) imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any Advice, notice or instruction of Broker under this Agreement, except for losses or liabilities arising out of Custodian’s negligence, recklessness or willful misconduct. misconduct In matters concerning or relating to this Agreement, Custodian shall not be responsible for compliance with the Margin Rules. , Custodian shall not be liable to any party for any acts or omissions of the other parties to this Agreement. Custodian shall not be liable for any losses caused directly or indirectly by any inability of Custodian to perform occasioned by suspension of trading, wars, civil disturbances, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, Clearing Agencies or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental or Self-Regulatory Organizations laws, rules or actions, or any other causes beyond Custodian’s control, or for any consequential, incidental, punitive, special or indirect damages, economic loss or lost profits, even if Custodian is advised of the possibility of such sxx!) damages or loss.,

Limitation of Custodian’s Liability. Custodian’s duties and responsibilities are set forth in this Agreement. Unless otherwise specified in this Agreement, Custodian shall act only upon receipt of Advice from Broker regarding release, delivery release or substitution of Collateral. Provided that Custodian shall have exercised the due care of a professional custodian for hire, Custodian shall not be liable or responsible for anything done, or omitted to be done, by it in good faith and in the absence of negligence and negligence, recklessness, willful misconduct or fraud (the “Standard of Care”). Subject to the Standard of Care, (i) the Custodian may rely and shall be protected in acting upon any Advice Advice, notice, Instruction or other communication from Broker which it reasonably believes to be genuine and authorized. As between Custodian and Broker, Broker shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian ; (including reasonable counsel feesii) imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any Advice, notice or instruction of Broker under this Agreement, except for losses or liabilities arising out of Custodian’s negligence, recklessness or willful misconduct. In matters concerning or relating to this Agreement, Custodian shall not be responsible for compliance with any statute or regulation regarding the establishment or maintenance of margin credit, including but not limited to Regulation T and the other Margin Rules. , or with any rules or regulations of the Options Clearing Corporation and (iii) Custodian shall not be liable to any party for to the extent such liability results from any acts or omissions of the other parties to this Agreement. In no event shall the Custodian shall not be liable for any losses caused directly or indirectly by any inability of Custodian to perform occasioned by suspension of trading, wars, civil disturbances, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, Clearing Agencies or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental or Self-Regulatory Organizations laws, rules or actions, or any other causes beyond Custodian’s control, or for any consequential, incidental, punitiveindirect, special or indirect damages, economic loss or consequential damages of any kind whatsoever (including lost profits, profits and lost business opportunity) even if Custodian it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. As between Custodian and Customer, Custodian and Customer acknowledge that they are parties to the Global Custodial Services Agreement dated as of July 22, 2011 between Custodian and the Customer on behalf of its separate series listed on Exhibit A thereto (including Customer), pursuant to which the Custodian provides custodial services for Customer and other affiliated registered investment companies (the “Primary Custody Agreement”, which term shall include any agreement between Custodian and Customer for similar services that supersedes or lossreplaces such agreement in the future). Custodian and Customer agree that the rights and obligations of Custodian and Customer as between one another with respect to any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees incurred by or asserted against either party and arising out of the matters covered by this Agreement, shall be determined by and in accordance with the same terms and conditions, including, without limitation, any and all indemnification obligations, as apply to matters arising out of the Primary Custody Agreement.

Limitation of Custodian’s Liability. Custodian’s duties and Custodian shall have no duties, obligations or responsibilities other than as are expressly set forth in this Agreement, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian. Unless otherwise specified in this Agreement, Custodian shall act only upon receipt of Advice from Broker regarding release, delivery release or substitution of Collateral. Custodian shall not be liable or responsible for anything done, or omitted to be done, by it in good faith and in the absence of negligence gross negligence, recklessness or willful misconduct and may rely and shall be protected in acting upon any Advice Advice, notice, Instruction or other communication from Broker which it reasonably believes to be genuine and authorized. Customer and Broker hereby agree to hold Custodian and its nominees harmless from any liability as holder of record. As between Custodian and Broker, Broker shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian (including reasonable counsel fees) imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any Advicenotice, notice instruction or instruction Advice of Broker under this Agreement, except for losses or liabilities arising out of Custodian’s gross negligence, recklessness or willful misconduct. As between Custodian and Customer, Customer shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian (including reasonable counsel fees) imposed on or incurred by Custodian in connection with or arising out of the Custodian’s performance under this Agreement except for losses or liabilities arising out of Custodian’s gross negligence, recklessness or willful misconduct. In matters concerning or relating to this Agreement, Custodian shall not be responsible for compliance with any statute or regulation regarding the establishment or maintenance of margin credit, including but not limited to Regulation T and the other Margin Rules, or with any rules or regulations of the Options Clearing Corporation. Custodian shall have no responsibility for the validity or enforceability of the Security Interest, provided, that the foregoing shall not apply to a breach by the Custodian of its obligations or representations under this Agreement that negatively affects the validity or enforceability of the Security Interest. Custodian shall not be liable to any party for any acts or omissions of the other parties to this Agreement, regardless of the form of action in which any such damages may be claimed. Notwithstanding anything to the contrary herein and without limiting the generality of the foregoing, Custodian shall not be liable responsible for determining or verifying (i) any losses caused directly event that gives rise to any instruction, direction or indirectly other Entitlement Order to the Custodian by Broker or Customer or (ii) whether any inability Collateral delivered to Custodian for deposit to the Special Custody Account constitutes Eligible Assets and the adequacy or sufficiency of Custodian to perform occasioned by suspension of tradingthis Agreement, wars, civil disturbances, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, Clearing Agencies or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental or Self-Regulatory Organizations laws, rules or actions, Special Custody Account or any other causes beyond Custodian’s control, or for any consequential, incidental, punitive, special or indirect damages, economic loss or lost profits, even if Custodian is advised of the possibility of such damages or lossCollateral deposited thereto.

Limitation of Custodian’s Liability. Custodian’s 's duties and responsibilities are set forth in this Agreement. Unless Except as otherwise specified provided for in this Agreement, Custodian shall act only upon receipt of Advice from Broker regarding release, delivery release or substitution of Collateral. Custodian shall not be liable or responsible for anything done, or omitted to be done, by it in good faith and in the absence of negligence and may rely and shall be protected in acting upon any Advice Advice, notice, Instruction or other communication from Broker which it reasonably believes to be genuine and authorized. As between Custodian and Broker, Broker shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian (including reasonable counsel fees) imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any Advicenotice, notice instruction or instruction Advice of Broker under this Agreement, except for losses or liabilities arising out of Custodian’s 's negligence, recklessness or willful misconduct. In matters concerning or relating to this Agreement, Custodian shall not be responsible for compliance with any statute or regulation regarding the establishment or maintenance of margin credit, including but not limited to Regulation T of the Board of Governors of the Federal Reserve System and the other Margin Rules, or with any rules or regulations of the OCC. Custodian shall not be liable to any party for any acts or omissions of the other parties to this Agreement. Notwithstanding anything to the contrary herein and without limiting the generality of the foregoing, Custodian shall not be liable responsible for determining or verifying (i) any losses caused directly event that gives rise to any instruction, direction or indirectly other Entitlement Order to the Custodian by Broker or Customer, (ii) the compliance by Broker or Customer with any inability provision or requirement of Custodian to perform occasioned by suspension of trading, wars, civil disturbances, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, Clearing Agencies or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental or Self-Regulatory Organizations laws, rules or actionsapplicable law, or (iii) whether any other causes beyond Custodian’s controlCollateral delivered to Custodian for deposit to the Special Custody Account(s) constitutes Eligible Assets and the adequacy or sufficiency of this Agreement, the Special Custody Account or for any consequential, incidental, punitive, special or indirect damages, economic loss or lost profits, even if Custodian is advised of the possibility of such damages or lossCollateral deposited thereto.

Limitation of Custodian’s Liability. Custodian’s duties and responsibilities are set forth in this Agreement. Unless otherwise specified in this Agreement, Custodian shall act only upon receipt of Advice from Broker regarding release, delivery release or substitution of Collateral. Provided that Custodian shall have exercised the due care of a professional custodian for hire, Custodian shall not be liable or responsible for anything done, or omitted to be done, by it in good faith and in the absence of negligence and negligence, recklessness, willful misconduct or fraud (the “Standard of Care”). Subject to the Standard of Care, (i) the Custodian may rely and shall be protected in acting upon any Advice Advice, notice, Instruction or other communication from Broker which it reasonably believes to be genuine and authorized. As between Custodian and Broker, Broker shall indemnify and hold Custodian harmless with regard to any losses or liabilities of Custodian ; (including reasonable counsel feesii) imposed on or incurred by Custodian arising out of any action or omission of Custodian in accordance with any Advice, notice or instruction of Broker under this Agreement, except for losses or liabilities arising out of Custodian’s negligence, recklessness or willful misconduct. In matters concerning or relating to this Agreement, Custodian shall not be responsible for compliance with any statute or regulation regarding the establishment or maintenance of margin credit, including but not limited to Regulation T and the other Margin Rules. , or with any rules or regulations of the Options Clearing Corporation and (iii) Custodian shall not be liable to any party for to the extent such liability results from any acts or omissions of the other parties to this Agreement. In no event shall the Custodian shall not be liable for any losses caused directly or indirectly by any inability of Custodian to perform occasioned by suspension of trading, wars, civil disturbances, strikes, natural calamities, labor or material shortages, government restrictions, acts or omissions of exchanges, specialists, markets, Clearing Agencies or information providers, delays in mails, delays or inaccuracies in the transmission of orders or information, governmental or Self-Regulatory Organizations laws, rules or actions, or any other causes beyond Custodian’s control, or for any consequential, incidental, punitiveindirect, special or indirect damages, economic loss or consequential damages of any kind whatsoever (including lost profits, profits and lost business opportunity) even if Custodian it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. As between Custodian and Customer, Custodian and Customer acknowledge that they are parties to the Global Custodial Services Agreement dated as of July 22, 2011 between Custodian and the Customer on behalf of its separate series listed on Exhibit A thereto (including Customer), pursuant to which the Custodian provides custodial services for Customer and other affiliated registered investment companies (the “Primary Custody Agreement”, which then shall include any agreement between Custodian and Customer for similar services that supersedes or lossreplaces such agreement in the future). Custodian and Customer agree that the rights and obligations of Custodian and Customer as between one another with respect to any costs, expenses, damages, liabilities or claims, including attorneys’ and accountants’ fees incurred by or asserted against either party and arising out of the matters covered by this Agreement, shall be determined by and in accordance with the same terms and conditions, including, without limitation, any and all indemnification obligations, as apply to matters arising out of the Primary Custody Agreement.