Common use of Responsibility of the Custodian Clause in Contracts

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust for any action taken or omitted by it in good faith without negligence or misconduct; provided, however, that the Custodian uses reasonable care to provide prompt notice to the Trust of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The Trust, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust shall be asked to indemnify the Custodian, except with the prior written consent of the Trust. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Trust. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.10) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust to maintain custody of any securities or cash of the Trust in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund being liable for the payment of money or incurring liability of some other form, the Trust on behalf of 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 Trust requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian 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 act or willful misconduct, any property at any time held for the account of the applicable Fund shall be security therefor and should the Trust fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s assets to the extent necessary to obtain reimbursement. No series or portfolio of the Trust shall be liable for any claims against any other Fund of the Trust.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust each Customer for any action taken or omitted by it in good faith without negligence negligent action, negligent failure to act or willful misconduct; provided, however, that the Custodian uses shall use reasonable care to provide prompt notice to the Trust applicable Customer of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The TrustEach Customer, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust applicable Customer shall be asked to indemnify the Custodian, except with the prior written consent of the Trustsuch Customer. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the Trustapplicable Customer) on all matters, matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions periodic repurchases effected by check shall be in accordance with a separate Agreement agreement entered into between the Custodian and the Trustapplicable Customer. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 and Article 4 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.10Section 4.12) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofbank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust applicable Customer to maintain custody of any securities or cash of the Trust such Customer in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund Customer requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund applicable Customer being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCustomer, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust Customer requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian 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 own, or its nominee’s own ’s, negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Customer shall be security therefor and should the Trust such Customer fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s Customer assets to the extent necessary to obtain reimbursement. No series Notwithstanding anything to the contrary in this Contract, each Customer and the Custodian hereby agrees that in no event shall either such Customer or portfolio of the Trust shall Custodian be liable to the other party for indirect, special or consequential damages, or for any claims against any other Fund damages of the Trusta similar nature.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust Company for any action taken or omitted by it in good faith without negligence negligent action, negligent failure to act or willful misconduct; provided, however, that the Custodian uses shall use reasonable care to provide prompt notice to the Trust Company of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The TrustCompany, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust Company shall be asked to indemnify the Custodian, except with the prior written consent of the TrustCompany. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the TrustCompany) on all matters, matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Trust. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 and Article 4 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.10Section 4.12) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofbank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust Company to maintain custody of any securities or cash of the Trust Company in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund Company requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund Company being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCompany, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust Company requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ContractAgreement, except such as may arise from its own, or its nominee’s own ’s, negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Company shall be security therefor and should the Trust Company fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s Company assets to the extent necessary to obtain reimbursement. No series or portfolio Notwithstanding anything to the contrary in this Contract, each of the Trust Company and the Custodian hereby agrees that in no event shall either the Company or the Custodian be liable to the other party for indirect, special or consequential damages, or for any claims against any other Fund damages of the Trusta similar nature.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust for any action taken or omitted by it in good faith without negligence or misconduct; provided, however, that the Custodian uses reasonable care to provide prompt notice to the Trust of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s 's claim for such indemnification. The Trust, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust shall be asked to indemnify the Custodian, except with the prior written consent of the Trust. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Trust. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United Untied States (except as specifically provided in Article 3.10) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust to maintain custody of any securities or cash of the Trust in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian 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 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund shall be security therefor and should the Trust fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s 's assets to the extent necessary to obtain reimbursement. No series or portfolio of the Trust shall be liable for any claims against any other Fund of the Trust.

Responsibility of the Custodian. So long The Custodian shall be under no duty to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by the Custodian, in writing. The Custodian shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its best efforts, within reasonable limits, in performing Services provided for under this Agreement. The Custodian shall be responsible for its own or its nominees' (including without limitation foreign sub-custodians approved by the extent that it is in Fund) own willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under this Agreement or the exercise of reasonable careCustodian's own negligent failure to perform its duties under this Agreement. Notwithstanding the foregoing, the Custodian shall not be responsible for losses beyond its control, provided that the titleCustodian has acted in accordance with the standard of care set forth above; and provided further that the Custodian shall only be responsible for that portion of losses or damages suffered by the Fund or any Portfolio attributable to the negligence of the Custodian. Without limiting the generality of the foregoing or of any other provision of this Agreement, the Custodian, in connection with its duties under this Agreement, shall not be under any duty or obligation to inquire into and shall not be liable for (a) the validity or genuineness invalidity or authority or lack thereof of any property Oral 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 noticeWritten Instruction, request, consent, certificate notice or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commissions merchant acting pursuant which conforms to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions applicable requirements of this ContractAgreement, but shall be kept indemnified by and shall be without liability to the Trust for any action taken or omitted by it in good faith without negligence or misconduct; provided, however, that the Custodian uses reasonable care to provide prompt notice to the Trust of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise reasonably believes to the claim for indemnification be genuine; or the reasonable likelihood that such a claim may be made, and (iib) delays or errors or loss of data occurring by reason of circumstances beyond the Custodian’s claim for such indemnification. The Trust's control, using counsel including acts of its choicecivil or military authority, national emergencies, fire, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply, nor shall have the option to defend the Custodian against be under any claim which may be the subject of this indemnification and upon the exercise of such option duty or obligation to ascertain whether any Property at any time delivered to or held by the Custodian shall not may properly be entitled to indemnification for further legal held by or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust shall be asked to indemnify the Custodian, except with the prior written consent of the Trust. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the Trust) on all matters, and shall be without liability for Fund or any action reasonably taken or omitted pursuant to such advicePortfolio. Notwithstanding the foregoing, the responsibility Custodian shall use its best efforts to mitigate the effects of the Custodian with respect to redemptions effected by check shall be events in accordance with a separate Agreement entered into between the Custodian and the Trust. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States clause (except as specifically provided in Article 3.10b) andabove, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereof, the Custodian although such efforts shall not be liable for impute any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust to maintain custody of any securities or cash of the Trust in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund being liable for the payment of money or incurring liability of some other form, the Trust on behalf of 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 Trust requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian 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 act or willful misconduct, any property at any time held for the account of the applicable Fund shall be security therefor and should the Trust fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s assets to the extent necessary to obtain reimbursement. No series or portfolio of the Trust shall be liable for any claims against any other Fund of the Trustthereto.

Responsibility of the Custodian. So long The Custodian shall be under no duty to take any action on behalf of the Company except as and specifically set forth herein or as may be specifically agreed to by the extent that it is Custodian in writing. In the exercise performance of reasonable careits duties hereunder, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant obligated to this Contract exercise care and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine diligence and to be signed by act in good faith and to use its best efforts within reasonable limits to ensure the proper party or parties, including any futures commissions merchant acting pursuant to the terms accuracy of a three-party futures or options agreementall services performed under this Agreement. The Custodian shall be held responsible for its own negligent failure or that of any sub-custodian it shall appoint to perform its duties under this Agreement but to the exercise of reasonable care in carrying out the provisions of this Contractextent that duties, but shall be kept indemnified by obligations and shall be without liability to the Trust for any action taken or omitted by it in good faith without negligence or misconduct; provided, however, that the Custodian uses reasonable care to provide prompt notice to the Trust of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The Trust, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall responsibilities are not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust shall be asked to indemnify the Custodian, except with the prior written consent of the Trust. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Trust. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 to the same extent as expressly set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.10) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofthis Agreement, the Custodian shall not be liable for any lossact or omission which does not constitute willful misfeasance, damage, cost, expense, liability or claim resulting frombad faith, or caused bynegligence on the part of the Custodian or reckless disregard of such duties, obligations and responsibilities. Without limiting the generality of the foregoing or of any other provision of this Agreement, the direction Custodian in connection with its duties under this Agreement shall not be under any duty or obligation to inquire into and shall not be liable for or in respect of (a) the validity or authorization by invalidity or authority or lack thereof of any advice, direction, notice or other instrument which conforms to the Trust applicable requirements of this Agreement, if any, and which the Custodian believes to maintain custody be genuine, (b) the validity of the issue of any securities purchased or cash of sold by the Trust in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund being liable for the payment of money or incurring liability of some other formCompany, the Trust on behalf legality of 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 Trust requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts thereof or in the event that the Custodian 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 act or willful misconduct, any property at any time held for the account propriety of the applicable Fund shall be security therefor and should amount paid or received therefor, (c) the Trust fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s assets to the extent necessary to obtain reimbursement. No series or portfolio legality of the Trust shall be liable for issue or sale of any claims against any other Fund Shares, or the sufficiency of the Trustamount to be received therefor, (d) delays or errors or loss of data occurring by reason of circumstances beyond the Custodian's control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown (except as provided in Paragraph 21), flood or catastrophe, acts of God, insurrection, war, riots, or failure of the mail, transportation, communication or power supply.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust Company for any action taken or omitted by it in good faith without negligence negligent action, negligent failure to act or willful misconduct; provided, however, that the Custodian uses shall use reasonable care to provide prompt notice to the Trust Company of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The TrustCompany, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust Company shall be asked to indemnify the Custodian, except with Execution Version the prior written consent of the TrustCompany. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the TrustCompany) on all matters, matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Trust. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 and Article 4 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.10Section 4.12) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofbank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust Company to maintain custody of any securities or cash of the Trust Company in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund Company requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund Company being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCompany, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust Company requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ContractAgreement, except such as may arise from its own, or its nominee’s own ’s, negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Company shall be security therefor and should the Trust Company fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s Company assets to the extent necessary to obtain reimbursement. No series or portfolio Notwithstanding anything to the contrary in this Contract, each of the Trust Company and the Custodian hereby agrees that in no event shall either the Company or the Custodian be liable to the other party for indirect, special or consequential damages, or for any claims against any other Fund damages of the Trusta similar nature.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust Company for any action taken or omitted by it in good faith without negligence negligent action, negligent failure to act or willful misconduct; provided, however, that the Custodian uses shall use reasonable care to provide prompt notice to the Trust Company of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The TrustCompany, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust Company shall be asked to indemnify the Custodian, except with the prior written consent of the TrustCompany. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the TrustCompany) on all matters, matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions periodic repurchases effected by check shall be in accordance with a separate Agreement agreement entered into between the Custodian and the TrustCompany. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 and Article 4 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.104.12) and, ;regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofbank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust Company to maintain custody of any securities or cash of the Trust Company in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund Company requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund Company being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCompany, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust Company requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ContractAgreement, except such as may arise from its own, or its nominee’s own ’s, negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Company shall be security therefor and should the Trust Company fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s Company assets to the extent necessary to obtain reimbursement. No series or portfolio Notwithstanding anything to the contrary in this Contract, each of the Trust Company and the Custodian hereby agrees that in no event shall either the Company or the Custodian be liable to the other party for indirect, special or consequential damages, or for any claims against any other Fund damages of the Trusta similar nature.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 Agreement 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 commissions commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this ContractAgreement, but shall be kept indemnified by and shall be without liability to the Trust Company for any action taken or omitted by it in good faith without negligence or misconduct; providednegligence, howeverincluding, that the Custodian uses reasonable care to provide prompt notice to the Trust of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be madewithout limitation, and (ii) the Custodian’s claim for such indemnificationacting in accordance with any Proper Instructions. The Trust, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust shall be asked to indemnify the Custodian, except with the prior written consent of the Trust. The Custodian It shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the TrustCompany) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding The Custodian shall be without liability to the Company for any loss, liability, claim or expense resulting from or caused by any factors reasonably related to the systemic risk of holding foreign assets in a particular country including, but not limited to, such country’s political environment, economic and financial infrastructure (including any Foreign Securities System operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of foreign assets held in custody in that country. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Company for any loss, liability, claim or expense resulting from or caused by: (a) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the responsibility interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (b) errors by the Company or its duly-authorized investment manager or investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (c) the insolvency of or acts or omissions by a Securities System; (d) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (e) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian Custodian, the Company, the Custodian’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (f) delays or inability to perform its duties due to any disorder in market infrastructure with respect to redemptions effected by check shall be in accordance with a separate Agreement entered into between any particular security or Securities System; and (g) any provision of any present or future law or regulation or order of the Custodian and the TrustUnited States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 Foreign Sub-custodian hereunder to the same extent as set forth in Article 1 hereof with respect to subcustodians located sub-custodians generally in the United States (except as specifically provided in Article 3.10) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust to maintain custody of any securities or cash of the Trust in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorismthis Agreement. If the Trust on behalf of a Fund Company requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned with respect to the Trust or the Fund Company being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCompany, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust requires the Custodian to advance or any of its affiliates, subsidiaries or agents, advances cash or securities for any purpose for the benefit of a Fund (including the purchase or sale of but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ContractAgreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Company shall be security therefor therefore and should the Trust Company fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fundthe Company’s assets to the extent necessary to obtain reimbursement. No series or portfolio of In no event shall the Trust shall Custodian be liable for any claims against any other Fund of the Trustindirect, special or consequential damages.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust Company for any action taken or omitted by it in good faith without negligence negligent action, negligent failure to act or willful misconduct; provided, however, that the Custodian uses shall use reasonable care to provide prompt notice to the Trust Company of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The TrustCompany, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust Company shall be asked to indemnify the Custodian, except with the prior written consent of the TrustCompany. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the TrustCompany) on all matters, matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions periodic repurchases effected by check shall be in accordance with a separate Agreement agreement entered into between the Custodian and the TrustCompany. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 and Article 4 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.10Section 4.12) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofbank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust Company to maintain custody of any securities or cash of the Trust Company in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund Company requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund Company being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCompany, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust Company requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian 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 own, or its nominee’s own ’s, negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Company shall be security therefor and should the Trust Company fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s Company assets to the extent necessary to obtain reimbursement. No series or portfolio Notwithstanding anything to the contrary in this Contract, each of the Trust Company and the Custodian hereby agrees that in no event shall either the Company or the Custodian be liable to the other party for indirect, special or consequential damages, or for any claims against any other Fund damages of the Trusta similar nature.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust Company for any action taken or omitted by it in good faith without negligence negligent action, negligent failure to act or willful misconduct; provided, however, that the Custodian uses shall use reasonable care to provide prompt notice to the Trust Company of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The TrustCompany, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust Company shall be asked to indemnify the Custodian, except with the prior written consent of the TrustCompany. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the TrustCompany) on all matters, matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions periodic repurchases effected by check shall be in accordance with a separate Agreement agreement entered into between the Custodian and the TrustCompany. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 and Article 4 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.10Section 4.12) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofbank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust Company to maintain custody of any securities or cash of the Trust Company in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund Company requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund Company being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCompany, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust Company requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ContractAgreement, except such as may arise from its own, or its nominee’s own ’s, negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Company shall be security therefor and should the Trust Company fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s Company assets to the extent necessary to obtain reimbursement. No series or portfolio Notwithstanding anything to the contrary in this Contract, each of the Trust Company and the Custodian hereby agrees that in no event shall either the Company or the Custodian be liable to the other party for indirect, special or consequential damages, or for any claims against any other Fund damages of the Trusta similar nature.

Responsibility of the Custodian. So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be 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 commissions merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Trust Company for any action taken or omitted by it in good faith without negligence negligent action, negligent failure to act or willful misconduct; provided, however, that the Custodian uses shall use reasonable care to provide prompt notice to the Trust Company of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be made, and (ii) the Custodian’s claim for such indemnification. The TrustCompany, using counsel of its choice, shall have the option to defend the Custodian against any claim which may be the subject of this indemnification and upon the exercise of such option the Custodian shall not be entitled to indemnification for further legal or other expenses in connection therewith. The Custodian shall in no case confess any claim or make any compromise or settlement in any case in which the Trust Company shall be asked to indemnify the Custodian, except with the prior written consent of the TrustCompany. The Custodian shall be entitled to rely on and may act upon advice of reasonably selected counsel (who may be counsel for the TrustCompany) on all matters, matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions periodic repurchases effected by check shall be in accordance with a separate Agreement agreement entered into between the Custodian and the TrustCompany. The Custodian shall be liable for the acts or omissions of a foreign banking institution appointed pursuant to the provisions of Article 3 and Article 4 to the same extent as set forth in Article 1 hereof with respect to subcustodians located in the United States (except as specifically provided in Article 3.104.12) and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.11 hereofbank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Trust Company to maintain custody of any securities or cash of the Trust Company in a foreign country including, but not limited to, losses resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism. If the Trust on behalf of a Fund Company requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Trust or the Fund Company being liable for the payment of money or incurring liability of some other form, the Trust on behalf of the FundCompany, as a prerequisite to requiring the Custodian to take such action, shall provide Indemnity indemnity to the Custodian in an amount and form satisfactory to it. If the Trust Company requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund including the purchase or sale of foreign exchange contracts or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ContractAgreement, except such as may arise from its own, or its nominee’s own ’s, negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Fund Company shall be security therefor and should the Trust Company fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Fund’s Company assets to the extent necessary to obtain reimbursement. No series or portfolio Notwithstanding anything to the contrary in this Contract, each of the Trust Company and the Custodian hereby agrees that in no event shall either the Company or the Custodian be liable to the other party for indirect, special or consequential damages, or for any claims against any other Fund damages of the Trusta similar nature.