Common use of Rule 17f-7 Clause in Contracts

Rule 17f-7. (a) Each Fund and PFPC appoint Custodian to provide the Fund (or its duly authorized investment manager or investment adviser) with an analysis (in form and substance determined by Custodian in the exercise of reasonable care, prudence and diligence) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in the exercise of reasonable care, prudence and diligence, monitor such custody risks on a continuing basis, and shall promptly notify each applicable Fund (or its duly-authorized investment manager or investment adviser) of any material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(13). (b) Only an entity that Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "Eligible Securities Depository" (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B hereto (as the same may be changed by Custodian from time to time). In such manner as Custodian deems reasonable, Custodian shall give each Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure that information provided by it is accurate, Custodian shall have no liability with respect to information provided to it by third parties unless Custodian knows or reasonably should have known such information was incorrect, incomplete or misleading. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 The Funds acknowledge that they may maintain assets only at the Eligible Securities Depositories listed on Exhibit B hereto (as the same may be changed by Custodian from time to time). If a Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this document is entered into) or a Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian shall reimburse and pay each Fund for any loss or damaged suffered by the Fund as a result of the performance of Custodian's duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a Fund under this Section 2.4 shall limit the Fund's right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. Each Fund and PFPC agrees that PFPC's obligation to exercise reasonable care, prudence and diligence in providing for the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereof.

Rule 17f-7. (a) Each Fund and PFPC appoint Custodian to provide the Fund (or its duly duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by Custodian in the exercise of reasonable care, prudence and diligenceCustodian) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in the exercise of reasonable care, prudence and diligence, shall monitor such custody risks on a continuing basisbasis and in such manner as Custodian deems reasonable, and shall promptly notify each applicable Fund (or its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(1317f-7(a)(1)(i)(B). (b) Only an entity that Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "Eligible Securities Depository" (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B hereto (as the same may be changed by Custodian from time to time). In such manner as Custodian deems reasonable, Custodian shall give each Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure that information provided by it is accurate2.2. In performing its obligations under this Section 2, Custodian shall have may obtain information from sources Custodian believes to be reliable, but Custodian does not warrant its completeness or accuracy and has no liability with respect duty to information provided to it by third parties unless Custodian knows verify or reasonably should have known confirm any such information was incorrect, incomplete or misleadinginformation. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 2.3. The Funds acknowledge that they may maintain assets only at the Eligible Securities Depositories foreign securities depositories or foreign clearing agencies listed on Exhibit B hereto (as the same may be changed by Custodian from time to time). If a Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this document is entered into) or a Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 2.4. Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian shall reimburse and pay each Fund for any loss or damaged suffered by the Fund as a result of the performance of Custodian's duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a Fund under this Section 2.4 shall limit the Fund's right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. PFPC shall be indemnified by a Fund for any damages PFPC may incur in connection with the provision by Custodian of the services set forth in this Section 2 with respect to such Fund (provided PFPC will not be indemnified for damages which are the result of PFPC's failure to comply with its liability standard of care set forth in the Fund Custody Agreement with such Fund). Each Fund and PFPC agrees that PFPC's obligation to exercise reasonable care, prudence and diligence in providing for the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereof.

Rule 17f-7. (a) Each The Fund and appoints PFPC appoint Custodian to provide the Fund Portfolios (or its duly their respective duly-authorized investment manager managers or investment adviseradvisers) with an analysis (in form and substance as reasonably determined by Custodian in the exercise of reasonable care, prudence and diligencePFPC) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by Custodian PFPC from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in PFPC shall provide for the exercise monitoring of reasonable care, prudence and diligence, monitor such custody risks on a continuing basisbasis and in such manner as PFPC deems reasonable, and shall promptly notify each applicable Fund provide for prompt notification to the Portfolios (or its their respective duly-authorized investment manager managers or investment adviseradvisers) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(1317f-7(a)(1)(i)(B). PFPC will promptly inform the Fund of any change to Exhibit B hereto to the extent such change would require updated trading instructions from the Fund. (b) Only an entity that Custodian PFPC has determined satisfies the requirements of Rule 17f-7(b)(1) as an "“Eligible Securities Depository" ” (as defined in Rule 17f-7(b)(1)) will be included by Custodian PFPC on Exhibit B hereto (as the same may be changed by Custodian PFPC from time to time). In such manner as Custodian PFPC deems reasonable, Custodian PFPC shall give each Fund the Portfolios prompt notice of any material change known to Custodian PFPC that would adversely effect Custodian's affect PFPC’s determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions 2.2. In performing its obligations under this Section 2, PFPC may obtain information from sources PFPC believes to ensure that information provided by it is accuratebe reliable, Custodian shall have but PFPC does not warrant its completeness or accuracy and has no liability with respect duty to information provided to it by third parties unless Custodian knows verify or reasonably should have known confirm any such information was incorrect, incomplete or misleadinginformation. Custodian PFPC is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for a Portfolio’s Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 2.3. The Funds acknowledge Fund acknowledges that they the Portfolios may maintain assets only at the Eligible Securities Depositories foreign securities depositories or foreign clearing agencies listed on Exhibit B hereto (as the same may be changed by Custodian PFPC from time to time). If a Fund Portfolio maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund Portfolio at the time this document is entered into) or a Fund Portfolio enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's ’s acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 Custodian 2.4. PFPC shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian PFPC shall reimburse and pay each Fund be liable to a Portfolio for any loss or damaged damage suffered by the Fund Portfolio as a result of the performance of Custodian's PFPC’s duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian PFPC hereunder; provided that the liability of Custodian PFPC hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a the Fund under this Section 2.4 shall limit the Fund's ’s right and ability to enforce any rights under the Foreign Fund Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian PFPC shall not be liable to a Fund for any indirect, special, consequential or general damages (regardless of whether PFPC was aware of the possibility thereof) or from reasons or causes for any damages caused by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; or elements of nature. Each Fund and PFPC agrees that PFPC's obligation to exercise reasonable care, prudence and diligence shall be indemnified by a Portfolio for any damages PFPC may incur in providing for connection with the provision by PFPC of the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under this Section 2 hereofwith respect to such Portfolio (provided PFPC will not be indemnified for damages which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement). This Section 2.4 shall survive termination of this document.

Rule 17f-7. (a) Each Fund and PFPC appoint Custodian, and Custodian hereby accepts such appointment, to provide the Fund (or its duly duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by Custodian in the exercise of reasonable care, prudence and diligenceCustodian) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in the exercise of reasonable care, prudence and diligence, shall monitor such custody risks on a continuing basisbasis and in such manner as Custodian deems reasonable, and shall promptly notify each applicable Fund (or its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(1317f-7(a)(1)(i)(B). (b) Only an entity that Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "“Eligible Securities Depository" ” (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B hereto (as the same may be changed by Custodian from time to time). In such manner as Custodian deems reasonable, Custodian shall give each Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's ’s determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure that information provided by it is accurate2.2. In performing its obligations under this Section 2, Custodian shall have may obtain information from sources Custodian believes to be reliable, but Custodian does not warrant its completeness or accuracy and has no liability with respect duty to information provided to it by third parties unless Custodian knows verify or reasonably should have known confirm any such information was incorrect, incomplete or misleadinginformation. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 2.3. The Funds acknowledge that they may maintain assets only at the Eligible Securities Depositories foreign securities depositories or foreign clearing agencies listed on Exhibit B hereto (as the same may be changed by Custodian from time to time). If a Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this document is entered into) or a Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's ’s acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 2.4. Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian shall reimburse and pay each Fund for any loss all losses or damaged damages suffered by the Fund as a result of the performance of Custodian's ’s duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a Fund under this Section 2.4 shall limit the Fund's ’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. PFPC shall be indemnified by a Fund for any damages PFPC may incur in connection with the provision by Custodian of the services set forth in this Section 2 with respect to such Fund (provided PFPC will not be indemnified for damages which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement). Each Fund and PFPC agrees that PFPC's ’s obligation to exercise reasonable care, prudence and diligence in providing for the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereof.

Rule 17f-7. 2.1. The Sub-Custodian shall, as contemplated by rule 17f-7, provide a written assessment (awhich may be in electronic form) Each to the Fund and PFPC appoint Custodian to provide the Fund (or its duly authorized investment manager or investment adviser) with an analysis (in form and substance determined by Custodian in the exercise of reasonable care, prudence and diligence) Fund’s adviser of the custody risks associated with maintaining assets the Fund’s “Foreign Assets” with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto “Eligible Securities Depository” (as that term is defined in rule 17f-7(b)(1)) at which any Foreign Assets of the same Fund may be changed by held under the Foreign Custody Agreement. The Sub-Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in shall monitor the exercise of reasonable care, prudence and diligence, monitor such custody risks associated with maintaining each applicable Fund’s Foreign Assets at each such Eligible Securities Depository on a continuing basis, basis and shall promptly notify each applicable Fund (or its duly-authorized investment manager or investment adviseradviser in writing (which may be in electronic form) of any material changes change in such risks in accordance risks. If the custody arrangements with Rule 17f-7(a)(1)(i)(13). (b) Only an entity that Custodian has determined satisfies Eligible Securities Depository no longer meet the requirements of Rule 17f-7(b)(1rule 17f-7, the fund's Foreign Assets must be withdrawn from the depository as soon as is reasonably practicable. In performing its duties under this subsection, the Sub-Custodian shall use reasonable care and may rely on such reasonable sources of information as may be available including but not limited to: (i) as an "published ratings; (ii) information supplied by a subcustodian that is a participant in such Eligible Securities Depository" ; (iii) industry surveys or publications; (iv) information supplied by the depository itself, by its auditors (internal or external) or by the relevant Foreign Financial Regulatory Authority (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B hereto (as the same may be changed by Custodian from time to timeForeign Custody Agreement). In such manner as Custodian deems reasonable, Custodian shall give each Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure HUNTINGTON acknowledges that information provided procured through some or all of these sources may not be independently verifiable by it is accurate, the Sub-Custodian shall have no liability with respect and that direct access to information provided to it by third parties unless Custodian knows or reasonably should have known such information was incorrect, incomplete or misleading. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 The Funds acknowledge that they may maintain assets only at the Eligible Securities Depositories listed on Exhibit B hereto (as is limited under most circumstances. Accordingly, the same may Sub-Custodian shall not be changed by Custodian from time to time). If a Fund maintains assets at a foreign securities depository responsible for errors or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this document is entered into) or a Fund enters into a transaction omissions in its duties hereunder provided that it has performed its monitoring and assessment duties with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to itreasonable care. 2.4 2.2. In providing services pursuant to this Section 2, the Sub-Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant diligence. The Sub-Custodian’s liability to Section 2 hereof. HUNTINGTON shall be for the Sub-Custodian’s failure to exercise such reasonable care, prudence and diligence, provided however that the Sub-Custodian shall reimburse and pay each Fund not be liable for indirect, special or consequential damages. Consistent with the terms of the Foreign Custody Agreement, HUNTINGTON will indemnify the Sub-Custodian for any loss or damaged and all losses, liabilities, damages, costs and expenses suffered by the Fund as a result of Sub-Custodian with respect to the performance of Custodian's duties under matters set forth in this Section 2 where such loss 2, to the same extent that HUNTINGTON is required to indemnify the Sub-Custodian for the Sub-Custodian’s actions or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a Fund under this Section 2.4 shall limit the Fund's right and ability to enforce any rights inactions under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. Each Fund and PFPC agrees that PFPC's obligation to exercise reasonable care, prudence and diligence in providing for (including the services limitations on indemnity set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereofForeign Custody Agreement).

Rule 17f-7. (a) Each Fund and PFPC appoint Custodian to provide the Fund (or its duly duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by Custodian in the exercise of reasonable care, prudence and diligenceCustodian) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in the exercise of reasonable care, prudence and diligence, shall monitor such custody risks on a continuing basisbasis and in such manner as Custodian deems reasonable, and shall promptly notify each applicable Fund (or its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(1317f-7(a)(1)(i)(B). (b) Only an entity that Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "“Eligible Securities Depository" ” (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B hereto (as the same may be changed by Custodian from time to time). In such manner as Custodian deems reasonable, Custodian shall give each Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's ’s determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure that information provided by it is accurate2.2. In performing its obligations under this Section 2, Custodian shall have may obtain information from sources Custodian believes to be reliable, but Custodian does not warrant its completeness or accuracy and has no liability with respect duty to information provided to it by third parties unless Custodian knows verify or reasonably should have known confirm any such information was incorrect, incomplete or misleadinginformation. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 2.3. The Funds acknowledge that they may maintain assets only at the Eligible Securities Depositories foreign securities depositories or foreign clearing agencies listed on Exhibit B hereto (as the same may be changed by Custodian from time to time). If a Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this document is entered into) or a Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's ’s acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 2.4. Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian shall reimburse and pay each Fund for any loss or damaged suffered by the Fund as a result of the performance of Custodian's ’s duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a Fund under this Section 2.4 shall limit the Fund's ’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. PFPC shall be indemnified by a Fund for any damages PFPC may incur in connection with the provision by Custodian of the services set forth in this Section 2 with respect to such Fund (provided PFPC will not be indemnified for damages which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement). Each Fund and PFPC agrees that PFPC's ’s obligation to exercise reasonable care, prudence and diligence in providing for the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereof.

Rule 17f-7. (a) Each The Fund and PFPC appoint Custodian to provide the Fund (or its duly duly-authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by Custodian in the exercise of reasonable care, prudence and diligenceCustodian) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B A hereto (as the same may be changed by Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in the exercise of reasonable care, prudence and diligence, shall monitor such custody risks on a continuing basisbasis and in such manner as Custodian deems reasonable, and shall promptly notify each applicable the Fund (or its duly-authorized investment manager or investment adviser) of any material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(1317f-7(a)(1)(i)(B). (b) Only an entity that Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "“Eligible Securities Depository" ” (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B A hereto (as the same may be changed by Custodian from time to time). In such manner as Custodian deems reasonable, Custodian shall give each the Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's ’s determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure that information provided by it is accurate2.2. In performing its obligations under this Section 2, Custodian shall have may obtain information from sources Custodian believes to be reliable, but Custodian does not warrant its completeness or accuracy and has no liability with respect duty to information provided to it by third parties unless Custodian knows verify or reasonably should have known confirm any such information was incorrect, incomplete or misleadinginformation. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 2.3. The Funds acknowledge Fund acknowledges that they it may maintain assets only at the Eligible Securities Depositories foreign securities depositories or foreign clearing agencies listed on Exhibit B A hereto (as the same may be changed by Custodian from time to time). If a the Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B A (including assets maintained by the Fund at the time this document is entered into) or a the Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit BA, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's ’s acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 2.4. Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian shall reimburse and pay each the Fund for any loss or damaged suffered by the Fund as a result of the performance of Custodian's ’s duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a the Fund under this Section 2.4 shall limit the Fund's ’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a the Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. Each PFPC shall be indemnified by the Fund for any damages PFPC may incur in connection with the provision by Custodian of the services set forth in this Section 2 with respect to the Fund (provided PFPC will not be indemnified for damages which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement). The Fund and PFPC agrees that PFPC's ’s obligation to exercise reasonable care, prudence and diligence in providing for the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereof.

Rule 17f-7. (a) Each Fund and PFPC appoint Custodian to provide the Fund (or its duly duly- authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by Custodian in the exercise of reasonable care, prudence and diligenceCustodian) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in the exercise of reasonable care, prudence and diligence, shall monitor such custody risks on a continuing basisbasis and in such manner as Custodian deems reasonable, and shall promptly notify each applicable Fund (or its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(1317f-7(a)(1)(i)(B). (b) Only an entity that Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "“Eligible Securities Depository" ” (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B hereto (as the same may be changed by Custodian from time to time). In such manner as Custodian deems reasonable, Custodian shall give each Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's ’s determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure that information provided by it is accurate2.2. In performing its obligations under this Section 2, Custodian shall have may obtain information from sources Custodian believes to be reliable, but Custodian does not warrant its completeness or accuracy and has no liability with respect duty to information provided to it by third parties unless Custodian knows verify or reasonably should have known confirm any such information was incorrect, incomplete or misleadinginformation. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 2.3. The Funds acknowledge that they may maintain assets only at the Eligible Securities Depositories foreign securities depositories or foreign clearing agencies listed on Exhibit B hereto (as the same may be changed by Custodian from time to time). If a Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this document is entered into) or a Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's ’s acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 2.4. Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian shall reimburse and pay each Fund for any loss or damaged suffered by the Fund as a result of the performance of Custodian's ’s duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a Fund under this Section 2.4 shall limit the Fund's ’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. Each PFPC shall be indemnified by a Fund for any damages PFPC may incur in connection with the provision by Custodian of the services set forth in this Section 2 with respect to such Fund (provided PFPC will not be indemnified for damages which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement with such Fund). PFPC is obligated to exercise reasonable care, prudence and diligence with respect to the services set forth in Section 2.1 above; each Fund and PFPC agrees that PFPC's ’s obligation to exercise reasonable care, prudence and diligence in providing for with respect to the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereof.

Rule 17f-7. (a) Each The Fund and PFPC appoint Custodian to provide the Fund (or its duly duly- authorized investment manager or investment adviser) with an analysis (in form and substance as reasonably determined by Custodian in the exercise of reasonable care, prudence and diligenceCustodian) of the custody risks associated with maintaining assets with each foreign securities depository or foreign clearing agency listed on Exhibit B hereto (as the same may be changed by Custodian from time to time) in accordance with Rule 17f-7(a)(1)(i)(A). Custodian shall, in the exercise of reasonable care, prudence and diligence, shall monitor such custody risks on a continuing basisbasis and in such manner as Custodian deems reasonable, and shall promptly notify each applicable the Fund (or its duly-authorized investment manager or investment adviser) of any adverse material changes in such risks in accordance with Rule 17f-7(a)(1)(i)(1317f-7(a)(1)(i)(B). (b) Only an entity that Custodian has determined satisfies the requirements of Rule 17f-7(b)(1) as an "“Eligible Securities Depository" ” (as defined in Rule 17f-7(b)(1)) will be included by Custodian on Exhibit B hereto (as the same may be changed by Custodian from time to time). In such manner as Custodian deems reasonable, Custodian shall give each the Fund prompt notice of any material change known to Custodian that would adversely effect Custodian's ’s determination that an entity is an Eligible Securities Depository. 2.2 While Custodian will take reasonable precautions to ensure that information provided by it is accurate2.2. In performing its obligations under this Section 2, Custodian shall have may obtain information from sources Custodian believes to be reliable, but Custodian does not warrant its completeness or accuracy and has no liability with respect duty to information provided to it by third parties unless Custodian knows verify or reasonably should have known confirm any such information was incorrect, incomplete or misleadinginformation. Custodian is not obligated to make any determination regarding whether any Eligible Securities Depository provides reasonable care for Foreign Assets or to provide any information or evaluation comparing any Eligible Securities Depository to any other securities depository or any existing or proposed standards for securities depositories. 2.3 2.3. The Funds acknowledge Fund acknowledges that they it may maintain assets only at the Eligible Securities Depositories foreign securities depositories or foreign clearing agencies listed on Exhibit B hereto (as the same may be changed by Custodian from time to time). If a the Fund maintains assets at a foreign securities depository or foreign clearing agency listed on Exhibit B (including assets maintained by the Fund at the time this document is entered into) or a the Fund enters into a transaction with respect to assets that as a matter of practice are or may be maintained at a foreign securities depository or foreign clearing agency listed on Exhibit B, such action will (unless the Fund provides written notice to Custodian and PFPC specifically stating that a particular foreign securities depository or foreign clearing agency is not acceptable to it) serve as the Fund's ’s acknowledgement that such foreign securities depository or foreign clearing agency is acceptable to it. 2.4 2.4. Custodian shall exercise reasonable care, prudence and diligence in performing its duties pursuant to Section 2 hereof. Custodian shall reimburse and pay each the Fund for any loss or damaged suffered by the Fund as a result of the performance of Custodian's ’s duties under this Section 2 where such loss or damage results from an act of negligence or willful misconduct on the part of Custodian hereunder; provided that the liability of Custodian hereunder shall not exceed the fair market replacement value of any loss of assets resulting from such negligence or willful misconduct, at the time of such negligence or willful misconduct. Any payment to a the Fund under this Section 2.4 shall limit the Fund's ’s right and ability to enforce any rights under the Foreign Custody Agreement for loss of such assets. Notwithstanding anything else in this document, Custodian shall not be liable to a the Fund for any indirect, special, consequential or general damages or from reasons or causes beyond its control. Each PFPC shall be indemnified by the Fund for any damages PFPC may incur in connection with the provision by Custodian of the services set forth in this Section 2 with respect to the Fund (provided PFPC will not be indemnified for damages which are the result of PFPC’s failure to comply with its liability standard of care set forth in the Fund Custody Agreement). The Fund and PFPC agrees agree that PFPC's ’s obligation to exercise reasonable care, prudence and diligence in providing for the services set forth in Section 2.1 above is satisfied by the appointment of Custodian hereunder to provide those services. In no event shall PFPC have responsibility or liability for any action or inaction of Custodian under Section 2 hereof.