Common use of Scope of Responsibility Clause in Contracts

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of discharge. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Clearance System or market where or through which Instructions are to be carried out and to which the Custodian is subject and as exist in the country in which any Securities or cash are held. (D) Neither the Custodian nor any member of the Citigroup Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (G) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse the Custodian for all amounts so paid. (H) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (I) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form. (J) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System. (K) The Custodian will not be liable for any information not prepared by the Custodian or any translation of information provided to the Client. (L) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian or any Subcustodian, and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of dischargedischarge (together with reasonable attorneys' fees). Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to In the relevant local lawsevent that any law, regulationsregulation, decreesdecree, orders and order, government actsact, and the rulescustom, operating procedures and practices of any relevant stock exchange, Clearance System procedure or market where or through which Instructions are to be carried out and practice to which the Custodian Custodian, or any Subcustodian or Clearance System is subject subject, or to which the Property is subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Subcustodian or Clearance System, then until such time as exist in the country in which any Securities Custodian, Subcustodian or cash are heldClearance System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Subcustodian or Clearance System shall be suspended. (D) Neither the Custodian nor any member of the Citigroup Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (G) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (H) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (I) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (J) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form. (JK) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System. (KL) The Custodian will is not be liable responsible for the form, accuracy or content of any information notice, circular, report, announcement or other material received from a third party (not prepared by the Custodian or any translation of information provided covered under Section 14(A)) forwarded to the Client. (LM) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall will not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same loss or damage results from an act the Custodian's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of fraudits nominees or any branch or subsidiary (or subcustodian or agent appointed to safekeep Property in the United States, other than a Clearance System); in the event of such negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event misconduct the liability of the Custodian in connection with any Property shall the loss or damage will not exceed (i) the lesser of the current replacement cost of any Securities or the market value of the Property, Securities to which such loss or damage relates, relates at the time the Client reasonably should have been aware of such fraud, negligence or willful default misconduct, plus (ii) compensatory interest up to that time at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of dischargeAccount. Notwithstanding the foregoing, in Under no event shall circumstances will the Custodian be liable to the Client for indirect, special consequential loss or consequential damagesdamage, even if advised of the possibility of such damagesloss or damage. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to In the relevant local lawsevent that any law, regulationsregulation, decreesdecree, orders and order or government actsact, and the rulescustom, operating procedures and practices of any relevant stock exchange, Clearance System procedure or market where or through which Instructions are to be carried out and practice to which the Custodian, or any Subcustodian or Clearance System is subject, or to which the Property is subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Subcustodian or Clearance System then, upon notice thereof to the Client only to the extent so limited, until such time as the Custodian, Subcustodian or Clearance System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Subcustodian or Clearance System shall be suspended. For purpose of this Section 14 (C) customs, practices or procedures means such matters affecting settlement of securities transactions and the safekeeping of assets as the Custodian is subject as a foreign custody manager would be required to consider in determining that assets maintained in a custody arrangement in a country provide reasonable care and any change in such as exist in would require the country in which any Securities or cash are heldforeign custody manager to advise the Client. (D) Neither the Custodian nor any member of the Citigroup Citicorp Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (GF) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (HG) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (H) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (I) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated certificate form. (J) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System, provided however that the Custodian shall take all reasonable efforts to recover amounts due from any such broker, counterparty or issuer. (K) The Custodian will shall not be liable responsible for any information not prepared by the Custodian accuracy, content or any translation of information provided any notice, circular, report, announcement or other material forwarded to the Client. (L) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian. (M) The Custodian agrees to cooperate with the Client to the extent reasonably possible to insure the Custodian's actions and the holding of Property hereunder are consistent with Rule 17f-4 and Rule 17f-5 under the 1940 Act and 17f-7 under the 1940 Act; provided however, in performing its - obligations with respect to this Section 14(M), and Section 6(A)(xii) of this Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not warrant the completeness or accuracy of any such information. Notwithstanding that the Custodian is not obligated hereunder to make any determination regarding whether Property held by the Custodian in any Eligible Securities Depository, as defined in Rule 17f-7 under the 1940 Act, will be subject to reasonable care pursuant to Rule 17f-5 under the 1940 Act, the Custodian will provide an analysis of the custody risks associated with maintaining assets with such Eligible Securities Depository and will monitor such risks on an ongoing basis and promptly notify the Client of any material change in these risks. In performing its responsibilities hereunder, the Custodian shall exercise reasonable care, prudence and diligence. (N) The Custodian agrees that it will at all times be bound by the Instructions and entitlement orders from the Client and shall not permit, honor or act upon any prior, equal or contemporaneous Claim to or instructions or orders of any kind with respect to Property by or from any other Person, and shall keep all Property deposited with the Custodian at all times free from all security interests, charges, claims, mortgages, pledges or other liens, restrictions or encumbrances other than those arising in connection with settlement of transactions pursuant to this Agreement and other charges and payments to Custodian as permitted by this Agreement.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with the loss will not exceed (i) the lesser of replacement of any Property shall not exceed or the market value of the Property, Property to which such loss or damage relates, relates at the time a reasonable person should have been aware of such fraud, negligence or willful default breach plus (ii) compensatory interest to that time at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of dischargeAccount. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to In the relevant local lawsevent that any law, regulationsregulation, decreesdecree, orders and order or government actsact, and the rulescustom, operating procedures and practices of any relevant stock exchange, Clearance System procedure or market where or through which Instructions are to be carried out and practice to which the Custodian, or any Subcustodian or Clearance System is subject, or to which the Property is subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Subcustodian or Clearance System, then until such time as the Custodian, Subcustodian or Clearance System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Subcustodian or Clearance System shall be suspended. For purpose of this section 14 (C) customs, practices or procedures means such matters affecting settlement of securities transactions and the safekeeping of assets as the Custodian is subject as a foreign custody manager would be required to consider in determining that assets maintained in a custody arrangement in a country provide reasonable care and any change in such as exist in would require the country in which any Securities or cash are heldforeign custody manager to advise the client. (D) Neither the Custodian nor any member of the Citigroup Citicorp Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (GF) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (HG) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (H) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (I) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated certificate form. (J) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System, provided however that the Custodian shall take all reasonable efforts to recover amounts due from any such broker, counterparty or issuer. (K) The Custodian will shall not be liable responsible for any information not prepared by the Custodian accuracy, content or any translation of information provided any notice, circular, report, announcement or other material forwarded to the Client. (L) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed equal the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the -------------------------------------------------------------------------------- 9 [CITIBANK LOGO] -------------------------------------------------------------------------------- date of discharge. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Clearance System or market where or through which Instructions are to be carried out and to which the Custodian is subject and as exist in the country in which any Securities or cash are held. (D) Neither the Custodian nor any member of the Citigroup Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (ED) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (FE) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (GF) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (HG) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (H) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (I) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form. (J) The Except as provided in Section 12 of this Agreement, the Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B)Securities, Subcustodian, agent or Clearance System. (K) The Custodian will shall not be liable responsible for the accuracy, content or translation of any information notice, circular, report, announcement or other material forwarded to the Client which was not prepared by the Custodian or any translation of information provided to the Clientits agent(s). (L) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in -------------------------------------------------------------------------------- 10 [CITIBANK LOGO] -------------------------------------------------------------------------------- this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian or any Subcustodian, and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of dischargedischarge (together with reasonable attorneys' fees). Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to In the relevant local lawsevent that any law, regulationsregulation, decreesdecree, orders and order, government actsact, and the rulescustom, operating procedures and practices of any relevant stock exchange, Clearance System procedure or market where or through which Instructions are to be carried out and practice to which the Custodian Custodian, or any Subcustodian or Clearance System is subject subject, or to which the Property is subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Subcustodian or Clearance System, then until such time as exist in the country in which any Securities Custodian, Subcustodian or cash are heldClearance System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Subcustodian or Clearance System shall be suspended. (D) Neither the Custodian nor any member of the Citigroup Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (G) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (H) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. -------------------------------------------------------------------------------- #343 13 NEG 4/00 vNYGCSA V-1/97 NONSTD/Ex7(a)Citibank.doc (I) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (IJ) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form. (JK) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System. (KL) The Custodian will is not be liable responsible for the form, accuracy or content of any information notice, circular, report, announcement or other material received from a third party (not prepared by the Custodian or any translation of information provided covered under Section 14(A)) forwarded to the Client. (LM) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed equal the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base [GRAPHIC APPEARS HERE] -------------------------------------------------------------------------------- currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of discharge. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices of any relevant stock exchange, Clearance System or market where or through which Instructions are to be carried out and to which the Custodian is subject and as exist in the country in which any Securities or cash are held. (D) Neither the Custodian nor any member of the Citigroup Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (ED) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (FE) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (GF) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (HG) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (H) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (I) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form. (J) The Except as provided in Section 12 of this Agreement, the Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B)Securities, Subcustodian, agent or Clearance System. (K) The Custodian will shall not be liable responsible for the accuracy, content or translation of any information notice, circular, report, announcement or other material forwarded to the Client which was not prepared by the Custodian or any translation of information provided to the Clientits agent(s). (L) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of discharge. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to In the relevant local lawsevent that any law, regulationsregulation, decreesdecree, orders and order, government actsact, and the rulescustom, operating procedures and practices of any relevant stock exchange, Clearance System procedure or market where or through which Instructions are to be carried out and practice to which the Custodian Custodian, or any Subcustodian or Clearance System is subject subject, or to which the Property is subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Subcustodian or Clearance System, then until such time as exist in the country in which any Securities Custodian, Subcustodian or cash are heldClearance System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Subcustodian or Clearance System shall be suspended. (D) Neither the Custodian nor any member of the Citigroup Citicorp Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (G) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (H) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (I) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (J) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form. (JK) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System. (KL) The Custodian will shall not be liable responsible for any information not prepared by the Custodian accuracy, content or any translation of information provided any notice, circular, report, announcement or other material forwarded to the Client. (LM) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.

Scope of Responsibility. (A) Subject to the terms hereof, the Custodian shall use all reasonable care in the performance of its duties under this Agreement and will exercise the due care of a professional custodian for hire with respect to the Property in its possession or control. The Custodian shall not be responsible for any loss or damage suffered by the Client as a result of the Custodian performing such duties unless the same results from an act of fraud, negligence or willful default on the part of the Custodian and as provided in Section 12(B) hereof; in which event the liability of the Custodian in connection with any Property shall not exceed the market value of the Property, to which such loss or damage relates, at the time of such fraud, negligence or willful default plus interest at the rate applicable to the base currency of the Custody Cash Account (as specified on the fee schedule) accruing from the date of such fraud, negligence or willful default until the date of discharge. Notwithstanding the foregoing, in no event shall the Custodian be liable to the Client for indirect, special or consequential damages, even if advised of the possibility of such damages. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Custodian's performance of this Agreement is subject to In the relevant local lawsevent that any law, regulationsregulation, decreesdecree, orders and order, government actsact, and the rulescustom, operating procedures and practices of any relevant stock exchange, Clearance System procedure or market where or through which Instructions are to be carried out and practice to which the Custodian Custodian, or any Subcustodian or Clearance System is subject subject, or to which the Property is subject, prevents or limits the performance of the duties and obligations of the Custodian, or any Subcustodian or Clearance System, then until such time as exist in the country in which any Securities Custodian, Subcustodian or cash are heldClearance System is again able to perform such duties and obligations hereunder, such duties and obligations of the Custodian, Subcustodian or Clearance System shall be suspended. (D) Neither the Custodian nor any member of the Citigroup Citicorp Organization shall be responsible for any loss or damage, or failure to comply or delay in complying with any duty or obligation, under or pursuant to this Agreement arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, nationalization, currency restrictions, act of war, act of terrorism, act of God, postal or other strikes or industrial actions, or the failure, suspension or disruption of any relevant stock exchange, Clearance System or market. The Custodian shall notify the Client promptly when it becomes aware of any event described above. The Client shall not be responsible for temporary delays in the performance of its duties and obligations hereunder and correspondingly shall not be liable for any loss or damage attributable to such delay in consequence of any event described above affecting the Client's principal place of business operations or administration. (E) Subject to Section 14(A) above, the Custodian shall not be liable for any loss resulting from, or caused by, the collection of any Property and/or any funds or other property paid or distributed in respect of the Property. (F) The Custodian does not warrant or guarantee the authenticity or validity of any Security or other Property received by the Custodian, or any other entity authorized to hold Property under this Agreement. If the Custodian becomes aware of any defect in title or forgery of any Property, the Custodian shall promptly notify the Client. (G) The Client shall be responsible for all filings, tax returns and reports on any transactions undertaken -------------------------------------------------------------------------------- x [CITIBANK LOGO] -------------------------------------------------------------------------------- pursuant to this Agreement, or in respect of the Property or collections relating to the Property as may be requested by any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, Taxes (including without limitation any value added tax), imposts, levies or duties due on or with respect to any principal, interest or other collections, or any other liability or payment arising out of or in connection with the Property, and in so far as the Custodian is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client it may do so, in which event the Client will reimburse so out of any Property held by the Custodian for all amounts so paidpursuant to the terms of this Agreement. (H) The Custodian is not acting under this Agreement as an investment manager, nor as an investment, legal or tax adviser to the Client and the Custodian's duty is solely to act as a custodian in accordance with the terms of this Agreement. (I) Nothing herein shall obligate the Custodian to perform any obligation or to allow, take or omit taking any action which will breach any relevant Rules, or any law, rule, regulation or practice of any relevant government, stock exchange, Clearance System, self-regulatory organization or market. (J) The Custodian may at any time suspend or terminate its participation and holding of assets in a Clearance System, and will give reasonable notice to the Client of any such action. In such case, or in the event of suspension as contemplated in Section 14(C) above, the Custodian may arrange for the relevant Securities to be held in certificated form. (JK) The Custodian shall not be responsible for the acts or omissions, default or insolvency of any broker, counterparty, issuer of Securities or, except as provided in Section 12(B), Subcustodian, agent or Clearance System. (KL) The Custodian will shall not be liable responsible for any information not prepared by the Custodian accuracy, content or any translation of information provided any notice, circular, report, announcement or other material forwarded to the Client. (LM) The Custodian shall only have such duties and responsibilities as are specifically set forth or referred to in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Custodian.