Common use of Responsibility of Custodian Clause in Contracts

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund by reason of the failure of the Custodian or a Foreign Custodian engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess in connection with the performance of this Agreement with respect to such Fund, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign Custodian. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fund. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the Funds. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodian.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties So long as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that it is in the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability exercise of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund by reason of the failure of the Custodian or a Foreign Custodian engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall not be liable responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the Fund to the extent terms of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions a three-party futures or circumstancesoptions agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this AgreementContract, but shall be kept indemnified by and shall not be liable without liability to the Fund for acts any action taken or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly omitted by the Custodianit in good faith without negligence. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess in connection with the performance of this Agreement with respect to such Fund, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign Custodian. The Custodian It shall be entitled to rely, rely on and may act, on act upon advice of counsel (who may be counsel for a the Fund) on all matters matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The If the Fund requires the Custodian need not maintain to take any insurance for action with respect to securities, which action involves the benefit payment of any Fund. All collections money or which action may, in the opinion of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the Funds. The Custodian shall have no liability for any loss occasioned by delay result in the actual receipt Custodian or its nominee assigned to the Fund being liable for the payment of notice by money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Fund requires the Custodian, agentits affiliates, Subcustodian subsidiaries or by a Foreign Custodian of agents, to advance cash or securities for any payment, redemption purpose (including but not limited to securities settlements and assumed settlement) or other transaction regarding securities in respect of which the event that the Custodian has agreed or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to take action as provided in Section 3 hereof. The Custodian shall not be liable act or willful misconduct, any property at any time held for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution the account of the Board Fund shall be security therefor and may rely on should the genuineness of any such documents which it may in good faith believe Fund fail to be validly executed. Notwithstanding repay the foregoingCustodian promptly, the Custodian shall not be entitled to utilize available cash and to dispose of the Fund's assets to the extent necessary to obtain reimbursement. In no event shall the Custodian be liable for any loss resulting fromindirect, special or caused by, the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodianconsequential damages.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund the Trust for any loss which shall occur as the result of the failure of a Foreign Custodian or a Foreign Securities Depository engaged directly by such Foreign Custodian or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund Trust to the same extent that the Custodian would be liable to the Fund Trust if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund the Trust by reason of the failure of the Custodian, a Foreign Custodian or a Foreign Custodian Securities Depository engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund Trust to the extent of the FundTrust's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each Fund The Trust agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess any of them in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign CustodianCustodian or Foreign Securities Depository. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fundthe Trust) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fundthe Trust. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the FundsTrust. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board of Trustees and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the The Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund the Trust to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, occurrences or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund the Trust held by the Custodian.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a the Fund for any loss which shall occur as the result of the failure of a Foreign Custodian foreign custodian or a foreign securities depository engaged directly by such custodian or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a the Fund by reason of the failure of the Custodian Custodian, a foreign custodian or a Foreign Custodian foreign securities depository engaged by such Foreign Custodian custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this AgreementAgreement but shall be indemnified by, and shall not be liable without liability to, the Fund for acts any action taken or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred omitted by the Custodian or its nominess in connection with the performance of this Agreement with respect to such Fund, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign Custodiangood faith without negligence. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a the Fund) on all matters and shall be without liability for far any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any the Fund. All collections of funds or other property paid or distributed in respect of Securities securities held by the Custodian, agent, Subcustodian subcustodian or Foreign Custodian foreign custodian hereunder shall be made at the risk of the FundsFund. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian subcustodian or by a Foreign Custodian foreign custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 2 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board Managing General Partners and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the The Custodian shall not be liable for any loss resulting from, or caused by, the direction of a the Fund to maintain custody of any Securities securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, occurrences or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any the Fund held by the Custodian.

Responsibility of Custodian. The In carrying out the provisions of this Agreement, the Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect held to the safekeeping exercise of securities and other assets of the Fund to the same extent reasonable care, provided that the Custodian would shall not thereby be liable required to the Fund if the Custodian itself were holding such securities and other assetstake any action which is in contravention of any law, rule or regulation or any order of any court of competent jurisdiction. Nothing As used in this Agreement Agreement, "reasonable care" shall be read mean the level of care which a professional custodian providing custody services to limit the responsibility or liability institutional investors would provide in light of the Custodian circumstances and events which reasonably influence its performance in the market where the securities are held or a Foreign Custodian for their the transaction is effected, including without limitation local market practices relating to securities settlement and safekeeping, and "negligence" shall mean the failure to exercise reasonable care with regard as herein defined. The Custodian shall, subject to the provisions set forth in Sections 9 and 10 hereof, be responsible to the Fund for any decision direct loss or recommendation made by damage (without taking into account special circumstances) which the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund incurs by reason of the failure of the Custodian Custodian's negligence, bad faith or willful malfeasance. With respect to securities and funds held by a Foreign Custodian engaged Subcustodian, either directly or indirectly (including by such Foreign Custodian a Securities Depository or the Custodian foreign clearing agency), including demand deposits, currencies or other deposits and foreign exchange contracts as referred to utilize reasonable careherein, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. With respect to the securities, cash and other Property of the Fund's damages, to be determined based on Fund held by a Securities Depository utilized by the market value Custodian or any Subcustodian or any agent of the property which is Custodian, the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for the acts and omissions of such Securities Depository unless and only to the extent that such Securities Depository is liable to the Custodian and the Custodian recovers from such Securities Depository, provided always that the Custodian shall be liable to the Fund only for any direct loss or omissions unless damage to the same constitute negligence Fund resulting from use of the Securities Depository if caused by the negligence, bad faith or willful misconduct on the part malfeasance of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expensescounsel fees) incurred by the Custodian or assessed against it or its nominess nominees in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any negligent action, negligent failure to act its or willful misconduct on the part its nominees breach of the indemnified entity or relevant standard of conduct set forth herein. Without limiting the foregoing indemnification obligation of the Fund, the Fund agrees to indemnify the Custodian and any Foreign Custodian. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fund. All collections of funds nominee in whose name portfolio securities or other property paid of the Fund is registered against any liability the Custodian or distributed in respect such nominee may incur by reason of Securities held taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian, agent, Subcustodian Custodian or Foreign Custodian hereunder shall be made at such nominee resulting directly or indirectly from the risk fact that portfolio securities or other property of the Funds. The Custodian shall have no liability for any loss occasioned by delay Fund is registered in the actual receipt name of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodiannominee.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a the Fund for any loss which shall occur as the result of the failure of a Foreign Custodian or a Foreign Securities Depository engaged directly by such Foreign Custodian or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a the Fund by reason of the failure of the Custodian, a Foreign Custodian or a Foreign Custodian Securities Depository engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess any of them in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign CustodianCustodian or Foreign Securities Depository. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any the Fund. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the FundsFund. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board of Directors and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the The Custodian shall not be liable for any loss resulting from, or caused by, the direction of a the Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, occurrences or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any the Fund held by the Custodian.

Responsibility of Custodian. The In carrying out the provisions of this Agreement, the Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect held to the safekeeping exercise of securities and other assets of the Fund to the same extent reasonable care, provided that the Custodian would shall not thereby be liable required to the Fund if the Custodian itself were holding such securities and other assetstake any action which is in contravention of any law, rule or regulation or any order of any court of competent jurisdiction. Nothing As used in this Agreement Agreement, "reasonable care" shall be read mean the level of care which a professional custodian providing custody services to limit the responsibility or liability institutional investors would provide in light of the Custodian circumstances and events which reasonably influence its performance in the market where the securities are held or a Foreign Custodian for their the transaction is effected, including without limitation local market practices relating to securities settlement and safekeeping, and "negligence" shall mean the failure to exercise reasonable care with regard as herein defined. The Custodian shall, subject to the provisions set forth in Sections 9 and 10 hereof, be responsible to the Fund for any decision direct loss or recommendation made by damage which the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund incurs by reason of the failure of the Custodian Custodian's negligence, bad faith or willful malfeasance. With respect to securities and funds held by a Foreign Custodian engaged Subcustodian, either directly or indirectly (including by such Foreign Custodian a Securities Depository or the Custodian foreign clearing agency), including demand deposits, currencies or other deposits and foreign exchange contracts as referred to utilize reasonable careherein, the Custodian shall be liable to the Fund as if it performed the act or omission of the Subcustodian itself, but subject to the extent terms of the Fund's damages, subcustodian agreement and to be determined based on the local practices and conditions prevailing in the market value where the act or omission occurred. With respect to the securities, cash and other Property of the property which is Fund held by a Securities Depository utilized by the subject Custodian or any Subcustodian or any agent of the loss at Custodian, the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for the acts and omissions of such Securities Depository unless and only to the extent that such Securities Depository is liable to the Custodian and the Custodian recovers from such Securities Depository, provided always that the Custodian shall be liable to the Fund only for any direct loss or omissions unless damage to the same constitute negligence Fund resulting from use of the Securities Depository if caused by the negligence, bad faith or willful misconduct on the part malfeasance of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expensescounsel fees) incurred by the Custodian or assessed against it or its nominess nominees in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any its or its nominees negligent action, negligent failure to act or willful misconduct on bad faith.. Without limiting the part foregoing indemnification obligation of the indemnified entity or Fund, the Fund agrees to indemnify the Custodian and any Foreign Custodian. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fund. All collections of funds nominee in whose name portfolio securities or other property paid of the Fund is registered against any liability the Custodian or distributed in respect such nominee may incur by reason of Securities held taxes assessed to the Custodian or such nominee or other costs, liability or expense incurred by the Custodian, agent, Subcustodian Custodian or Foreign Custodian hereunder shall be made at such nominee resulting directly or indirectly from the risk fact that portfolio securities or other property of the Funds. The Custodian shall have no liability for any loss occasioned by delay Fund is registered in the actual receipt name of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed or such nominee; provided that in no such event shall such indemnity apply to take action as provided income, franchise or similar tax imposed upon the business of such persons conducted in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution the performance of the Board and may rely on the genuineness terms of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodianthis Agreement.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund by reason of the failure of the Custodian or a Foreign Custodian engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess nominees in connection with the performance of this Agreement with respect to such Fund, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign Custodian. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fund. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the Funds. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodian.

Responsibility of Custodian. The In carrying out the provisions of this Agreement, the Custodian and its nominees shall be held to the exercise of reasonable care, provided that the Custodian shall not thereby be responsible for required to take any action which is in contravention of any law, rule or regulation or any order of any court of competent jurisdiction. As used in this Agreement, "reasonable care" shall mean the performance level of only such duties as are set forth herein or contained care which a professional custodian providing custody services to institutional investors would provide in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result light of the circumstances and events which reasonably influence its performance in the market where the securities are held or the transaction is effected, including without limitation local market practices relating to securities settlement and safekeeping, and "negligence" shall mean the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with as herein defined. The Custodian shall, subject to the provisions set forth in Sections 9 and 10 hereof, be responsible to the Fund for any direct loss or damage (without taking into account special circumstances) which the Fund incurs by reason of the Custodian's negligence, bad faith or willful malfeasance. With respect to the safekeeping of securities and funds held by a Subcustodian, either directly or [EU6]indirectly (including by a Securities Depository or foreign clearing agency), including demand deposits, currencies or other assets deposits and foreign exchange contracts as referred to herein, the Custodian agrees to monitor the activities of the Fund Subcustodians and to use its best efforts to recover from the Subcustodians any amounts the Subcustodian may owe to the same extent that Custodian or the Custodian would Fund and, consistent therewith, shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian itself were holding such securities and the Custodian recovers under the applicable subcustodian agreement. With respect to the securities, cash and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability Property of the Custodian or Portfolio held by a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made Securities Depository utilized by the Custodian or any Subcustodian regarding or any agent of the use or continued use Custodian, the Custodian shall not be liable for the acts and omissions of a Foreign such Securities Depository unless and only to the extent that such Securities Depository is liable to the Custodian and the Custodian recovers from such Securities Depository. In the event of any loss to a Fund by reason of the failure of the Custodian or a Foreign Custodian engaged by such Foreign Custodian or the Custodian to utilize reasonable care, provided always that the Custodian shall be liable to the Fund only for any direct loss or damage to the extent Fund resulting from use of the Fund's damagesSecurities Depository if caused by the negligence, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence bad faith or willful misconduct on the part malfeasance of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each In the event of a loss of Fund assets held at a Securities Depository, the Custodian shall use reasonable efforts to recover or cause a Subcustodian to use reasonable efforts to recover such assets from such Securities Depository. The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expensesreasonable counsel fees) incurred by the Custodian or assessed against it or its nominess nominees in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any negligent action, negligent failure to act its or willful misconduct on the part its nominees breach of the indemnified entity relevant standard of conduct set forth herein and is not inconsistent with any provision contained herein. The Fund shall in no event be liable for indirect or any Foreign consequential damages or for loss of goodwill incurred by the Custodian. The Without limiting the foregoing indemnification obligation of the Fund, the Fund agrees to indemnify the Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fund. All collections of funds nominee in whose name portfolio securities or other property paid of the Fund is registered against any liability the Custodian or distributed in respect such nominee may incur by reason of Securities held taxes assessed to the Custodian or such nominee or other reasonable costs, liability or expense incurred by the Custodian, agent, Subcustodian Custodian or Foreign Custodian hereunder shall be made at such nominee resulting directly or indirectly from the risk fact that portfolio securities or other property of the Funds. The Custodian shall have no liability for any loss occasioned by delay Portfolio is registered in the actual receipt name of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodiannominee.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties So long as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that it is in the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability exercise of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund by reason of the failure of the Custodian or a Foreign Custodian engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall not be liable responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to the Fund to the extent of the Fund's damagesthis Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be determined based on genuine and to be signed by the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions proper party or circumstancesparties. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, Contract and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly indemnified by the CustodianTrust for any action taken or omitted by it in the proper execution of instructions from the Trust. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess in connection with the performance of this Agreement with respect to such Fund, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign Custodian. The Custodian It shall be entitled to rely, rely on and may act, on act upon advice of counsel (who may be counsel for a Fund) the Trust on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Trust agrees to indemnify and hold harmless the Custodian need not maintain and its nominee from and against all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) incurred or assessed against it or its nominee in connection with the performance of this Contract, except such as may arise from it or its nominee's own negligent action, negligent failure to act or willful misconduct. The Custodian is authorized to charge any insurance account of the Trust for such items and its fees. To secure any such authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of the Trust for any Fund. All collections purpose which results in the Trust incurring an overdraft at the end of funds any business day or other property paid for extraordinary or distributed emergency purposes during any business day, the Trust on behalf of the Portfolio hereby grants to the Custodian a security interest in respect of Securities and pledges to the Custodian securities held for it by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk in an amount not to exceed 5 percent of the Funds. The Custodian shall have no liability for any loss occasioned by delay Trust's gross assets, the specific securities to be designated in the actual receipt of notice writing from time to time by the Custodian, agent, Subcustodian Trust or by a Foreign Custodian its investment adviser (the "Pledged Securities"). Should the Trust fail to repay promptly any advances of any payment, redemption cash or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoingsecurities, the Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund entitled to maintain custody of any Securities or use available cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control and to dispose of the Custodian. Finally, the Custodian shall not be liable for Pledged Securities as is necessary to repay any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodiansuch advances.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund the Trust for any loss which shall occur as the result of the failure of a Foreign Custodian or a Foreign Securities Depository engaged directly by such Foreign Custodian or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund Trust to the same extent that the Custodian would be liable to the Fund Trust if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund the Trust by reason of the failure of the Custodian, a Foreign Custodian or a Foreign Custodian Securities Depository engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund Trust to the extent of the FundTrust's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each Fund The Trust agrees to indemnify and hold harmless the Custodian custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess any of them in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign CustodianCustodian or Foreign Securities Depository. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fundthe Trust) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fundthe Trust. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the FundsTrust. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board of Trustees and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the The Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund the Trust to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, occurrences or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund the Trust held by the Custodian.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a the Fund for any loss which shall occur as the result of the failure of a Foreign Custodian or a Foreign Securities Depository engaged directly by such Foreign Custodian or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a the Fund by reason of the failure of the Custodian, a Foreign Custodian or a Foreign Custodian Securities Depository engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess any of them in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign CustodianCustodian or Foreign Securities Depository. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any the Fund. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the FundsFund. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board of Trustees and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the The Custodian shall not be liable for any loss resulting from, or caused by, the direction of a the Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, occurrences or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any the Fund held by the Custodian.

Responsibility of Custodian. The In carrying out the provisions of this Agreement, the Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect held to the safekeeping exercise of securities and other assets of the Fund to the same extent reasonable care, provided that the Custodian would shall not thereby be liable required to the Fund if the Custodian itself were holding such securities and other assetstake any action which is in contravention of any law, rule or regulation or any order of any court of competent jurisdiction. Nothing As used in this Agreement Agreement, "reasonable care" shall be read mean the level of care which a professional custodian providing custody services to limit the responsibility or liability institutional investors would provide in light of the Custodian circumstances and events which reasonably influence its performance in the market where the securities are held or a Foreign Custodian for their the transaction is effected, including without limitation local market practices relating to securities settlement and safekeeping, and "negligence" shall mean the failure to exercise reasonable care with regard as herein defined. The Custodian shall, subject to the provisions set forth in Sections 9 and 10 hereof, be responsible to the Fund for any decision direct losses, costs or recommendation made by expenses which the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund incurs by reason of the failure of the Custodian Custodian's negligence, bad faith or willful malfeasance. With respect to securities and funds held by a Foreign Custodian engaged Subcustodian, either directly or indirectly (including by such Foreign Custodian a Securities Depository or the Custodian foreign clearing agency), including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to utilize reasonable careherein, the Custodian shall be liable to the Fund if and only to the extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. With respect to the securities, cash and other Property of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be Fund held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of by a Securities Depository utilized by the Custodian or any Foreign Custodian engaged directly Subcustodian or indirectly by any agent of the Custodian. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess in connection with the performance of this Agreement with respect to such Fund, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign Custodian. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fund. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the Funds. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the Custodian shall not be liable for the acts and omissions of such Securities Depository, provided however that the Custodian shall be liable to the Fund only for any direct loss resulting from, or caused by, damage to the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalizationuse of the Securities Depository if caused by the negligence, expropriation, currency restrictions, civil disturbance, acts of war bad faith or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control willful malfeasance of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodian.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in In carrying out such duties. The Custodian shall be liable to a Fund for any loss which shall occur as the result provisions of the failure of a Foreign Custodian engaged directly or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund to the same extent that the Custodian would be liable to the Fund if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund by reason of the failure of the Custodian or a Foreign Custodian engaged by such Foreign Custodian or the Custodian to utilize reasonable careAgreement, the Custodian shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care care, provided that the Custodian shall not thereby be required to take any action which is in carrying out contravention of any law, rule or regulation or any order of any court of competent jurisdiction. As used in this Agreement, “reasonable care” shall mean the level of care which a professional custodian providing custody services to institutional investors would provide in light of the circumstances and events which reasonably influence its performance in the market where the securities are held or the transaction is effected, including without limitation local market practices relating to securities settlement and safekeeping, and “negligence” shall not mean the failure to exercise reasonable care as herein defined. The Custodian shall, subject to the provisions set forth in Sections 9 and 10 hereof, be responsible to the Portfolio for any direct losses, costs or expenses which the Portfolio incurs by reason of the Custodian’s negligence, bad faith or willful malfeasance. With respect to securities and funds held by a Subcustodian, either directly or indirectly (including by a Securities Depository or foreign clearing agency), including demand and interest bearing deposits, currencies or other deposits and foreign exchange contracts as referred to herein, the Custodian shall be liable for acts or omissions unless to the same constitute negligence or willful misconduct on Portfolio if and only to the part extent that such Subcustodian is liable to the Custodian and the Custodian recovers under the applicable subcustodian agreement. With respect to the securities, cash and other Property of the Portfolio held by a Securities Depository utilized by the Custodian or any Foreign Custodian engaged directly Subcustodian or indirectly by any agent of the Custodian. Each Fund agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess in connection with the performance of this Agreement with respect to such Fund, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign Custodian. The Custodian shall be entitled to rely, and may act, on advice of counsel (who may be counsel for a Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fund. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the Funds. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the Custodian shall not be liable for the acts and omissions of such Securities Depository, provided however that the Custodian shall be liable to the Portfolio only for any direct loss resulting from, or caused by, damage to the direction of a Fund to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses Portfolio resulting from nationalizationuse of the Securities Depository if caused by the negligence, expropriation, currency restrictions, civil disturbance, acts of war bad faith or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, or events beyond the control willful malfeasance of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund held by the Custodian.

Responsibility of Custodian. The Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Proper Instructions and shall use reasonable care in carrying out such duties. The Custodian shall be liable to a Fund the Trust for any loss which shall occur as the result of the failure of a Foreign Custodian or a Foreign Securities Depository engaged directly by such Foreign Custodian or indirectly by the Custodian to exercise reasonable care with respect to the safekeeping of securities and other assets of the Fund Trust to the same extent that the Custodian would be liable to the Fund Trust if the Custodian itself were holding such securities and other assets. Nothing in this Agreement shall be read to limit the responsibility or liability of the Custodian or a Foreign Custodian for their failure to exercise reasonable care with regard to any decision or recommendation made by the Custodian or Subcustodian regarding the use or continued use of a Foreign Securities Depository. In the event of any loss to a Fund the Trust by reason of the failure of the Custodian, a Foreign Custodian or a Foreign Custodian Securities Depository engaged by such Foreign Custodian or the Custodian to utilize reasonable care, the Custodian shall be liable to the Fund Trust to the extent of the FundTrust's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Custodian shall be held to the exercise of reasonable care in carrying out this Agreement, and shall not be liable for acts or omissions unless the same constitute negligence or willful misconduct on the part of the Custodian or any Foreign Custodian engaged directly or indirectly by the Custodian. Each Fund The Trust agrees to indemnify and hold harmless the Custodian and its nominees from all taxes, charges, expenses, assessments, claims and liabilities (including legal fees and expenses) incurred by the Custodian or its nominess any of them in connection with the performance of this Agreement with respect to such FundAgreement, except such as may arise from any negligent action, negligent failure to act or willful misconduct on the part of the indemnified entity or any Foreign CustodianCustodian or Foreign Securities Depository. The Custodian shall be shallbe entitled to rely, and may act, on advice of counsel (who may be counsel for a Fundthe Trust) on all matters and shall be without liability 1/ability for any action reasonably taken or omitted pursuant to such advice. The Custodian need not maintain any insurance for the benefit of any Fundthe Trust. All collections of funds or other property paid or distributed in respect of Securities held by the Custodian, agent, Subcustodian or Foreign Custodian hereunder shall be made at the risk of the FundsTrust. The Custodian shall have no liability for any loss occasioned by delay in the actual receipt of notice by the Custodian, agent, Subcustodian or by a Foreign Custodian of any payment, redemption or other transaction regarding securities in respect of which the Custodian has agreed to take action as provided in Section 3 hereof. The Custodian shall not be liable for any action taken in good faith upon Proper Instructions or upon any certified copy of any resolution of the Board of Trustees and may rely on the genuineness of any such documents which it may in good faith believe to be validly executed. Notwithstanding the foregoing, the The Custodian shall not be liable for any loss resulting from, or caused by, the direction of a Fund the Trust to maintain custody of any Securities or cash in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, civil disturbance, acts of war or terrorism, insurrection, revolution, nuclear fusion, fission or radiation or other similar occurrences, occurrences or events beyond the control of the Custodian. Finally, the Custodian shall not be liable for any taxes, including interest and penalties with respect thereto, that may be levied or assessed upon or in respect of any assets of any Fund the Trust held by the Custodian.