Common use of RESPONSIBILITY FOR PROPERTY HELD BY SUBCUSTODIANS AND AGENTS Clause in Contracts

RESPONSIBILITY FOR PROPERTY HELD BY SUBCUSTODIANS AND AGENTS. The Custodian’s responsibility with respect to any property held by its subcustodians or its agents is limited to the failure on the part of the Custodian to exercise reasonable care in the selection, retention or monitoring of such subcustodian or agent in light of prevailing settlement and securities handling practices, procedures and controls in the relevant market. With respect to any direct losses, damages, claims, costs, expenses or other liabilities incurred by the Customer or the Customer Assets as a result of the acts or the failure to act by any agent or subcustodian, the Custodian’s sole responsibility to the Customer shall be to take commercially reasonable action to pursue claims for such losses, damages, claims, costs, expenses or other liabilities, as applicable, from such subcustodian or agent. Notwithstanding the foregoing or any other provision of this Agreement, the Customer acknowledges and agrees that the Custodian shall not be liable to the Customer, the Customer Assets, the Investment Manager or any other party for any loss, damage, claim, cost, expense or other liability arising from the bankruptcy, insolvency or receivership of any such subcustodian or agent. The Customer further acknowledges and agrees that Transfer Agents shall not be deemed to be subcustodians or agents of the Custodian for purposes of this Section 7.7 or for any other provision of this Agreement.

RESPONSIBILITY FOR PROPERTY HELD BY SUBCUSTODIANS AND AGENTS. The Custodian’s responsibility with respect to any property held by its subcustodians or its agents is limited to the failure on the part of Except as otherwise provided in this Agreement, the Custodian to shall exercise reasonable care in the selection, retention or monitoring of such subcustodian or agent in light of prevailing settlement its subcustodians and securities handling practices, procedures and controls in the relevant marketagents. With respect to any direct losses, damages, claims, costs, expenses or other liabilities incurred by the Customer a Fund or the Customer Fund Assets as a result of the acts or the failure to act by any agent or subcustodiansubcustodian of the Custodian taking into account the facts and circumstances of the relevant market conditions, the Custodian’s sole Custodian shall have the same (and no more or less) responsibility to the Customer shall be Fund as any such subcustodian or agent has to the Custodian. In connection therewith, the Custodian agrees to take commercially reasonable action to pursue those claims that have been brought to its attention for such losses, damages, claims, costs, expenses or other liabilities, as applicable, from such subcustodian or agent. Notwithstanding the foregoing or any other provision of this Agreement, the Customer each Fund acknowledges and agrees that the Custodian shall not be liable to the CustomerFund, the Customer Fund State Street: Limited Access Assets, the Investment Manager or any other party for any loss, damage, claim, cost, expense or other liability arising from the bankruptcy, insolvency or receivership of any such subcustodian or agent. The Customer Fund further acknowledges and agrees that Transfer Agents shall not be deemed to be subcustodians or agents of the Custodian for purposes of this Section 7.7 or for any other provision of this Agreement. Nothing in this Section 7.7 shall relieve the Custodian of its responsibilities to perform its obligations under Sections 2.9 and 2.10 in accordance with the standard of care set forth in Section 7.1.