Common use of Scope of Responsibility Clause in Contracts

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Lender understands and agrees that the Agent’s performance under this Exhibit B 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 Agent is subject and as exist in the country in which any Assets are held. (G) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (H) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 2(D) and 3(B) aboveabove and 3(F) below, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Agent shall have the same level of responsibilities to the Lender for any nominee controlled by the Agent or by any of the Agent’s affiliated companies as it does for itself. (G) In the event of the insolvency or any other analogous proceedings of a third party holding Lender’s Assets, the Agent will typically only have an unsecured claim against the third party on Lender’s behalf, and Lender will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy The Lender’s claim and the claims of all other relevant clients. (H) The Lender understands and agrees that the Agent’s 's performance under this Exhibit B A 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 Agent is subject and as exist in the country in which any Assets are held. (GI) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HJ) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (DX) The Lender Xxxxxx understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 2(D) and 3(B) aboveabove and 3(F) below, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Agent shall have the same level of responsibilities to the Lender for any nominee controlled by the Agent or by any of the Agent’s affiliated companies as it does for itself. (G) In the event of the insolvency or any other analogous proceedings of a third party holding Xxxxxx’s Assets, the Agent will typically only have an unsecured claim against the third party on Xxxxxx’s behalf, and Xxxxxx will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy The Lender’s claim and the claims of all other relevant clients. (H) The Lender understands and agrees that the Agent’s 's performance under this Exhibit B A 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 Agent is subject and as exist in the country in which any Assets are held. (GI) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HJ) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent 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. (B) hire with respect to the Property in its possession or control. The Agent Custodian will not be responsible for any loss or damage suffered by the Lender Client as a result of the Custodian performing such duties unless the loss or damage results from the Agent’s Custodian's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiarysubsidiary (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 misconduct the liability of the Agent Custodian in connection with the loss or damage will not exceed (i) the lesser of the current replacement cost of any Assets Securities or the market value of the Assets Securities to which such loss or damage relates at the time the Lender Client reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cashmisconduct, plus (iiiii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Custody Cash Account. Under no circumstances will the Agent Custodian be liable to the Lender Client for consequential loss or damage, even if advised of the possibility of such loss or damage. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Agent In the event that any law, regulation, decree, order or government act, custom, procedure or practice to which the Custodian, or any Subcustodian or Clearance System is responsible for 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 those 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 are expressly set forth herein, including the performance of Custodian 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 instruction given change in accordance with this Agreement. The Agent shall have no implied duties or obligationssuch as would require the foreign custody manager to advise the Client. (D) The Lender understands and agrees that (i) Neither the obligations and duties of the Agent under these Additional Custody Terms are those of the Agent and are not obligations or duties of Custodian nor any other 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 (including any branch or office without limitation) natural disasters, nationalization, currency restrictions, act of the Agent) and (ii) the rights war, act of the Lender with respect to the Agent extend only to such Agent andterrorism, except as provided by lawact of God, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company postal or other entity of which Citigroupstrikes or industrial actions, Inc. is directly or indirectly a shareholder the failure, suspension or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Lender understands and agrees that the Agent’s performance under this Exhibit B is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices disruption of any relevant stock exchange, clearance system Clearance System or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are heldmarket. (GE) The Agent shall exercise reasonable care in receiving Assets but Custodian does not warrant or guarantee the form, authenticity, value authenticity or validity of any Security or other Property received by the Agent if Custodian, or any other entity authorized to hold Property under this Agreement. If the Agent Custodian becomes aware of any defect in title or forgery of any SecurityProperty, the Agent Custodian shall promptly notify the LenderClient. (F) 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 out of any Property held by the Custodian pursuant to the terms of this Agreement. (G) 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 Agent is 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 certificate form. (J) The Custodian shall not be responsible for the formacts or omissions, accuracy 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 shall not be responsible for the accuracy, content or translation of 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 under Agent however, in performing its obligations with respect to this Section 14(M), and Section 6(A)(xii) of this Exhibit B Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not prepared 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 Agent including Custodian in any Eligible Securities Depository, as defined in Rule 17f-7 under the accuracy or completeness 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 translation provided 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 Agent 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 regard connection with settlement of transactions pursuant to such forwarded communicationthis Agreement and other charges and payments to Custodian as permitted by this Agreement.

Scope of Responsibility. (A) The Agent 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. (B) hire with respect to the Property in its possession or control. The Agent Custodian will not be responsible for any loss or damage suffered by the Lender Client as a result of the Custodian performing such duties unless the loss or damage results from the AgentCustodian’s negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiarysubsidiary (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 misconduct the liability of the Agent Custodian in connection with the loss or damage will not exceed (i) the lesser of the current replacement cost of any Assets Securities or the market value of the Assets Securities to which such loss or damage relates at the time the Lender Client reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cashmisconduct, plus (iiiii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Custody Cash Account. Under no circumstances will the Agent Custodian be liable to the Lender Client for consequential loss or damage, even if advised of the possibility of such loss or damage. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Agent In the event that any law, regulation, decree, order or government act, custom, procedure or practice to which the Custodian, or any Subcustodian or Clearance System is responsible for 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 those 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 are expressly set forth herein, including the performance of Custodian 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 instruction given change in accordance with this Agreement. The Agent shall have no implied duties or obligationssuch as would require the foreign custody manager to advise the Client. (D) The Lender understands and agrees that (i) Neither the obligations and duties of the Agent under these Additional Custody Terms are those of the Agent and are not obligations or duties of Custodian nor any other 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 (including any branch or office without limitation) natural disasters, nationalization, currency restrictions, act of the Agent) and (ii) the rights war, act of the Lender with respect to the Agent extend only to such Agent andterrorism, except as provided by lawact of God, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company postal or other entity of which Citigroupstrikes or industrial actions, Inc. is directly or indirectly a shareholder the failure, suspension or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Lender understands and agrees that the Agent’s performance under this Exhibit B is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices disruption of any relevant stock exchange, clearance system Clearance System or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are heldmarket. (GE) The Agent shall exercise reasonable care in receiving Assets but Custodian does not warrant or guarantee the form, authenticity, value authenticity or validity of any Security or other Property received by the Agent if Custodian, or any other entity authorized to hold Property under this Agreement. If the Agent Custodian becomes aware of any defect in title or forgery of any SecurityProperty, the Agent Custodian shall promptly notify the LenderClient. (F) 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 out of any Property held by the Custodian pursuant to the terms of this Agreement. (G) 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 Agent is 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 certificate form. (J) The Custodian shall not be responsible for the formacts or omissions, accuracy 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 shall not be responsible for the accuracy, content or translation of 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 under Agent however, in performing its obligations with respect to this Section 14(M), and Section 6(A)(xii) of this Exhibit B Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not prepared 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 Agent including Custodian in any Eligible Securities Depository, as defined in Rule 17f-7 under the accuracy or completeness 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 translation provided 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 Agent 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 regard connection with settlement of transactions pursuant to such forwarded communicationthis Agreement and other charges and payments to Custodian as permitted by this Agreement.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (DX) The Lender Xxxxxx understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 2(D) and 3(B) aboveabove and 3(F) below, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Agent shall have the same level of responsibilities to the Lender for any nominee controlled by the Agent or by any of the Agent's affiliated companies as it does for itself. (G) In the event of the insolvency or any other analogous proceedings of a third party holding Xxxxxx's Assets, the Agent will typically only have an unsecured claim against the third party on Xxxxxx's behalf, and Xxxxxx will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy The Lender's claim and the claims of all other relevant clients. (H) The Lender understands and agrees that the Agent’s 's performance under this Exhibit B A 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 Agent is subject and as exist in the country in which any Assets are held. (GI) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HJ) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent 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. (B) hire with respect to the Property in its possession or control. The Agent Custodian will not be responsible for any loss or damage suffered by the Lender Client as a result of the Custodian performing such duties unless the loss or damage results from the Agent’s Custodian's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiarysubsidiary (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 misconduct the liability of the Agent Custodian in connection with the loss or damage will not exceed (i) the lesser of the current replacement cost of any Assets Securities or the market value of the Assets Securities to which such loss or damage relates at the time the Lender Client reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cashmisconduct, plus (iiiii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Custody Cash Account. Under no circumstances will the Agent Custodian be liable to the Lender Client for consequential loss or damage, even if advised of the possibility of such loss or damage. (B) The Custodian is not obliged to maintain any insurance on the Property held under the terms of this Agreement. (C) The Agent In the event that any law, regulation, decree, order or government act, custom, procedure or practice to which the Custodian, or any Subcustodian or Clearance System is responsible for 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 those 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 are expressly set forth herein, including the performance of Custodian 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 instruction given change in accordance with this Agreement. The Agent shall have no implied duties or obligationssuch as would require the foreign custody manager to advise the Client. (D) The Lender understands and agrees that (i) Neither the obligations and duties of the Agent under these Additional Custody Terms are those of the Agent and are not obligations or duties of Custodian nor any other 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 (including any branch or office without limitation) natural disasters, nationalization, currency restrictions, act of the Agent) and (ii) the rights war, act of the Lender with respect to the Agent extend only to such Agent andterrorism, except as provided by lawact of God, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company postal or other entity of which Citigroupstrikes or industrial actions, Inc. is directly or indirectly a shareholder the failure, suspension or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The Lender understands and agrees that the Agent’s performance under this Exhibit B is subject to the relevant local laws, regulations, decrees, orders and government acts, and the rules, operating procedures and practices disruption of any relevant stock exchange, clearance system Clearance System or market where or through which Instructions are to be carried out and to which the Agent is subject and as exist in the country in which any Assets are heldmarket. (GE) The Agent shall exercise reasonable care in receiving Assets but Custodian does not warrant or guarantee the form, authenticity, value authenticity or validity of any Security or other Property received by the Agent if Custodian, or any other entity authorized to hold Property under this Agreement. If the Agent Custodian becomes aware of any defect in title or forgery of any SecurityProperty, the Agent Custodian shall promptly notify the LenderClient. (F) 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 out of any Property held by the Custodian pursuant to the terms of this Agreement. (G) 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 Agent is 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 certificate form. (J) The Custodian shall not be responsible for the formacts or omissions, accuracy 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 shall not be responsible for the accuracy, content or translation of 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 under Agent however, in performing its obligations with respect to this - Section 14(M), and Section 6(A)(xii) of this Exhibit B Agreement, the Custodian may obtain information from sources the Custodian believes to be reliable, but the Custodian does not prepared 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 Agent including Custodian in any Eligible Securities Depository, as defined in Rule 17f-7 under the accuracy or completeness 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 translation provided 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 Agent 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 regard connection with settlement of transactions pursuant to such forwarded communicationthis Agreement and other charges and payments to Custodian as permitted by this Agreement.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiary; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) above, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The In the event of the insolvency or any other analogous proceedings of a third party holding Lender’s Assets, the Agent will typically only have an unsecured claim against the third party on Lender’s behalf, and Lender will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy Lender’s claim and the claims of all other relevant clients. (G) Lender understands and agrees that the Agent’s 's performance under this Exhibit B A 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 Agent is subject and as exist in the country in which any Assets are held. (GH) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HI) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B A not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.

Scope of Responsibility. (A) The Agent shall exercise the due care of a professional custodian for hire. (B) The Agent will not be responsible for any loss or damage suffered by the Lender unless the loss or damage results from the Agent’s 's negligence, willful misconduct or fraud or the negligence, willful misconduct or fraud of its nominees or any branch or subsidiaryaffiliate; in the event of such negligence or willful misconduct the liability of the Agent in connection with the loss or damage will not exceed (i) the lesser of replacement of any Assets or the market value of the Assets to which such loss or damage relates at the time the Lender reasonably should have been aware of such negligence or willful misconduct and (ii) replacement of Cash, plus (iii) compensatory interest up to that time at the rate applicable to the base currency of the Collateral Account. Under no circumstances will the Agent be liable to the Lender for consequential loss or damage, even if advised of the possibility of such loss or damage. (C) The Agent is responsible for the performance of only those duties as are expressly set forth herein, including the performance of any instruction given in accordance with this Agreement. The Agent shall have no implied duties or obligations. (D) The Lender understands and agrees that (i) the obligations and duties of the Agent under these Additional Custody Terms are those of will be performed only by the Agent and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Agent) and (ii) the rights of the Lender with respect to the Agent extend only to such Agent and, except as provided by law, do not extend to any other member of the Citigroup Organization. Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization. (E) Except as provided in paragraph 3(B) aboveabove and in Section 4.b. of the Agency Agreement, the Agent is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any broker, counterparty or issuer of Securities. (F) The In the event of the insolvency or any other analogous proceedings of a third party holding Lender's Assets, the Agent will typically only have an unsecured claim against the third party on Lender's behalf, and Lender will be exposed to the risk that the securities, cash or any other property received by the Agent from the third party is insufficient to satisfy Lender's claim and the claims of all other relevant clients. (G) Lender understands and agrees that the Agent’s 's performance under this Exhibit B A 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 Agent is subject and as exist in the country in which any Assets are held. (GH) The Agent shall exercise reasonable care in receiving Assets but does not warrant or guarantee the form, authenticity, value or validity of any Security received by the Agent if the Agent becomes aware of any defect in title or forgery of any Security, the Agent shall promptly notify the Lender. (HI) The Agent is not responsible for the form, accuracy or content of any notice, circular, report, announcement or other material provided under Agent of this Exhibit B not prepared by the Agent including the accuracy or completeness of any translation provided by the Agent in regard to such forwarded communication.