Common use of Standard of Care; Indemnification Clause in Contracts

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors Delegates in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesAssociates or its agents or Delegates, oror where Price Associates has not exercised reasonable care in selecting or monitoring the performance of its agents or Delegates. 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractorsDelegates. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractorsFund; unless such negligence or misconduct is attributable to Price AssociatesAssociates or its agents or Delegates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from provided Price Associates’ Services has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates Services harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orServices or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services or which result from Price AssociatesServices’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of Goddetermining Price Services’ liability, strikes an isolated error or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall omission will normally not be deemed to be consequential damagesconstitute negligence when it is determined that: · Price Services had in place “appropriate procedures;” · the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored; and · No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident.

Standard of Care; Indemnification. Notwithstanding anything A. DST shall at all times use reasonable care, due diligence and act in good faith in performing the Services under this Agreement and, wherever applicable, shall provide the Services in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Law pertaining to the contrary manner in this Agreement: 1. Price Associates shall exercise reasonable care in rendering which Services are to be performed by DST (excluding any violations arising directly or indirectly out of the Services described in this Agreement. Price Associates actions or omissions to act of third parties unaffiliated with DST or instructions given DST by an Authorized Person), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment or mistake of law or for any loss suffered made by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part it in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement Agreement. For those activities or except as expressly stated otherwise actions delineated in the NAV Error PolicySafeguard Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Safeguard Procedures, including any deviation therefrom that have been approved by the Funds in advance in writing (email or facsimile permitted). 2. B. The Fund Funds shall indemnify and hold Price Associates DST, together with its directors, officers, employees, representatives, affiliates, and agents, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability that may be asserted against DST or for which DST may be held liable, including without limitation costs and counsel fees incurred in enforcing this indemnification, (each, a “Loss” and collectively “Losses”), arising out of or attributable to: (1) All actions or omissions of DST required to be taken or omitted by DST pursuant to this Agreement, provided that DST has fulfilled all material obligations under this Agreement with respect to the matter for which DST is seeking indemnification, including by way of example and not limitation, the standard of care set forth herein under Section 17.A.; (2) The Funds’ refusal or failure to comply with the terms of this Agreement, the Funds’ negligence or willful misconduct, or the material breach of any representation or warranty of the Fund hereunder; (3) The good faith reliance on, or the carrying out of, any written or oral instructions or requests of persons designated by the Fund in writing, as set forth on Schedule G and which may be amended from time to time, as authorized to give instructions on its behalf or representatives of an Authorized Person or DST’s good faith reliance on, or use of, information, data, Records, transmissions and documents received from, or which have been prepared and/or maintained by the Fund, its investment advisor, its sponsor, its Distributor or any other person or entity from whom the Fund instructs DST to accept and utilize information, data, Records, transmissions and documents; provided in any such event that DST has complied with the related Safeguard Procedures in all material respects with regard to such instructions; (4) Defaults by dealers or shareowners with respect to payment for share orders previously entered; (5) The offer or sale of the Fund’s shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such shares in such state (unless such violation results from DST’s failure to comply with written instructions of the Fund or of any officer of the Fund that no offers or sales be permitted to remain in the Fund’s securityholder Records in or to residents of such state); (6) The Funds’ errors and mistakes in the use of the TA2000 System, the data center, computer and related equipment used to access the TA2000 System, and control procedures relating thereto in the verification of output and in the remote input of data; (7) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, the Funds’ Records, securityholder and other Records, delivered to DST hereunder by the Funds or their prior agent(s); and (8) Actions or omissions to act by the Funds or agents designated by the Funds with respect to duties assumed thereby as provided for in Section 12 hereof; and (9) DST’s performance of Exception Services except where DST acted or omitted to act in bad faith, with reckless disregard of its obligations or in an intentionally malicious manner.1 C. Except where (i) DST is entitled to indemnification under Section 17.B. hereof, or (ii) with respect to the treatment of as ofs as provided in Exhibit 8, and subject to the limitations on liability set forth herein under Section 20, DST shall indemnify and hold the Funds, together with their respective directors, officers, employees, representatives, partners and agents, harmless from and against any and all losses, damages, costs, damagescharges, claimscounsel fees, actionspayments, expenses and expensesliability that may be asserted against the Funds or for which the Funds may be held liable, without limitation including reasonable expenses for legal counselcosts and counsel fees incurred in enforcing this indemnification (each, incurred by Price Associates resulting from: a “Loss” and collectively “Losses”) arising out of or attributable to (ia) any action DST’s refusal or omission by Price Associates or its agents or subcontractors in failure to comply with the performance terms of their duties hereunder; this Agreement, (iib) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting DST’s negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimhereunder, or to defend against said claim in its own name (c) the breach of any representation or in the name warranty of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentDST hereunder. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its affiliates or service providers on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesprovided Price Services, except a loss resulting from Price Associates’ its affiliates and service providers have acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policymisconduct. 2. The Fund shall indemnify and hold Price Associates Services, and its affiliates, harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents affiliates or subcontractors service providers in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesServices, orits affiliates or service providers. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services, its affiliates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractorsservice providers. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices, its affiliates or service providers. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its affiliates, or service providers in carrying or attempting to carry out the terms and provisions of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesprovided RPS, except a loss resulting from Price Associates’ its affiliates and service providers have acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policymisconduct. 2. The Fund shall indemnify and hold Price Associates RPS, and its affiliates, harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents affiliates or subcontractors service providers in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesRPS, orits affiliates or service providers. 3. Price Associates Except as provided in Article M of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS, its affiliates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractorsservice providers. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS, its affiliates or service providers. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 5. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything 13.1 Subject to Section 6, the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates Client shall indemnify and hold harmless the Fund Lending Agent (which, for purposes of this paragraph shall include its respective officers, directors, partners, managers, employees and agents) from and against any and all losses, costsclaims, damages, claimsliabilities, actions and losses, costs or expenses, including the reasonable fees and expenses for legal counselof counsel (each, incurred a “Loss”) incurred, suffered or sustained by the Fund resulting Lending Agent, which arise from the negligence Lending Agent’s actions or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care act, in selecting or monitoring the either case taken in good faith in performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of GodAgreement, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused by the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimwillful misfeasance, bad faith, negligence or to defend against said claim in its own name or in the name reckless disregard of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; Lending Agent, provided that the parties acknowledge that Client’s indemnification obligation with respect to the acts or omissions of the Advisor shall not exceed the indemnification provided by such Advisor to the Client. This indemnity shall survive the termination of this Agreement and the resignation or removal of the Lending Agent as agent. 13.2 The Lending Agent shall indemnify and hold harmless the Client and each Fund, its Board of Directors/Trustees and the Advisor (which for purposes of this paragraph shall include its officers, directors, partners, managers, employees and agents) and any other investment advisor for the Clients and Funds from any and all liabilities incurred by Losses to the indemnified party arising extent that any such Loss arises out of third-party claims the material breach of this Agreement by or the willful misfeasance, bad faith, negligence or reckless disregard of the Lending Agent, its officers, directors or employees in connection with the securities lending activities undertaken pursuant to this Agreement, provided that the Lending Agent’s indemnification obligation with respect to which the indemnified party is entitled acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to indemnification pursuant to the Lending Agent. This indemnity shall survive the termination of this Agreement are not and shall not be deemed to be consequential damagesthe resignation or removal of the Lending Agent.

Standard of Care; Indemnification. Notwithstanding anything (a) The Seller agrees to indemnify and hold harmless the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering Custodian and each of the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officersCustodian’s parent, affiliates, subsidiaries, directors, employeesofficers, successors employees and permitted assigns agents against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and expenses, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them under this Custodial Agreement or any related document or agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against Custodian solely as a result of the material breach by Custodian of its obligations hereunder, which breach was caused by negligence, bad faith, or willful misconduct on the part of the Custodian. The foregoing indemnification shall survive the termination or transfer of this Custodial Agreement, and the resignation or removal of the Custodian. (b) The Custodian shall indemnify and hold harmless the Seller, the Depositor, the Master Servicer (where the Master Servicer and the Custodian are not the same entity) and the Trustee and each of their directors, officers, employees and agents from and against any and all losses, liabilities, obligations, damages, penalties, actions, judgments, suits, claims, costs, expenses (including attorneys’ fees and related expenses), disbursements or any and all other costs and expenses of any kind or nature whatsoever that may be incurred in connection with with, or arising out of, the matters to which this Agreement relates, except a loss resulting from Price Associates’ Custodian’s willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from by reason of its reckless disregard by it of for its obligations and duties under hereunder, including but not limited to its failure to produce (or provide evidence of delivery of), upon any request hereunder, any Mortgage Note or other document or instrument comprising a Mortgage File after the Custodian has certified that such document or instrument was in its possession pursuant to the terms hereof. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement or Custodial Agreement, except as expressly stated otherwise set forth above. In no event shall the Custodian or its directors, officers, agents or employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or any of them hereunder or in connection herewith even if advised of the NAV Error Policypossibility of such damages. This indemnification provided in this Section 4.4(b) shall survive the termination of this Custodial Agreement and the resignation or removal of the Custodian hereunder. 2. The Fund (c) No provision of this Custodial Agreement shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expensesrequire the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Custodial Agreement, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (ibut not limited to Section 4.4(b) any action or omission by Price Associates or its agents or subcontractors hereof) in the performance of their its duties hereunder; (ii) Price Associates acting upon instructions believed by under this Custodial Agreement if it to shall have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses grounds for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct believing that repayment of such Fund funds or its agents or subcontractors; unless such negligence or misconduct adequate indemnity is attributable not reasonably assured to Price Associatesit. 4. In (d) If the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required Seller fails to indemnify the otherCustodian as required in this Section 4.4, the party seeking indemnification Trust Fund shall promptly notify indemnify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify Custodian as required under this Agreement except Section 4.4, subject to the extent that limitation on reimbursements described in clause (B) of the indemnifying party can demonstrate actual prejudice as a result definition of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification Available Distribution Amount in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentPooling and Servicing Agreement. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ provided RPS has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates RPS harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orRPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Price Associates Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS or which result from Price AssociatesRPS’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS. 4. In determining RPS’ liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: · RPS had in place “appropriate procedures;” · the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and · no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term “appropriate procedures” shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 56. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its affiliates, agents or subcontractors in carrying or attempting to carry out the terms and provisions of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ provided RPS has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates RPS, its affiliates and agents harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orRPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Price Associates Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS or which result from Price AssociatesRPS’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS. 4. In determining RPS’ liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: · RPS had in place “appropriate procedures;” · the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and · no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term “appropriate procedures” shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 56. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from provided Price Associates’ Services has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates Services harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orServices or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services or which result from Price AssociatesServices’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of Goddetermining Price Services’ liability, strikes an isolated error or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall omission will normally not be deemed to be consequential damagesconstitute negligence when it is determined that: · Price Services had in place “appropriate procedures;” · the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored; and · No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Trust, except those costs, expenses, damages, liabilities or claims arising out of judgment BNY Mellon’s own bad faith, negligence or mistake of law willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with this Agreement, even if previously informed of the matters to which this Agreement relatespossibility of such damages and regardless of the form of action, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund but BNY Mellon shall indemnify the Trust against direct money damages arising out of BNY Mellon’s own bad faith, negligence or willful misconduct. BNY Mellon and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates BNY Mellon Affiliate shall not be entitled to such indemnification liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in respect of connection with its performance hereunder, including its actions or omissions constituting omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of Price Associates, orBNY Mellon. 3. Price Associates (b) The Trust shall indemnify and hold harmless the Fund BNY Mellon and any BNY Mellon Affiliate from and against any and all lossescosts, costsexpenses, damages, claims, actions liabilities and expenses, claims (including reasonable expenses for legal counsel, incurred claims asserted by the Fund resulting from the negligence Trust), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or willful misconduct of Price Associates incurred or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the otherasserted against BNY Mellon or any BNY Mellon Affiliate, the party seeking indemnification shall promptly notify the other party by reason of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice or as a result of such failure. The party who may any action taken or omitted to be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimtaken by BNY Mellon or any BNY Mellon Affiliate without bad faith, negligence, or to defend against said claim in its own name willful misconduct or in the name reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) the Trust’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for the Trust or BNY Mellon, or arising out of transactions or other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in activities of the Trust which the other party may be required to indemnify it except with the other party’s occurred prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision commencement of this Agreement; provided provided, that the parties acknowledge that Trust shall not indemnify BNY Mellon or any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 8(a). This indemnity shall be a continuing obligation of the Trust, its successors and all liabilities incurred assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Trust shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of the Trust; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Trust or otherwise without negligence or willful misconduct; III. Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for the Trust or its own counsel; IV. Any improper use by the indemnified party arising out Trust or its agents, distributor or investment advisor of third-party claims with respect to which the indemnified party is entitled to indemnification any valuations or computations supplied by BNY Mellon pursuant to this Agreement are not Agreement; V. The method of valuation of the securities and shall not be deemed the method of computing each Funds’ Net Asset Value; or VI. Any valuations of securities, other assets, or the Net Asset Value provided by the Trust. (c) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be consequential damagesfrom an Authorized Person, or upon the opinion of legal counsel for the Trust or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

Standard of Care; Indemnification. Notwithstanding anything 13.1 Subject to Section 6, the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates Client shall indemnify and hold harmless the Fund Lending Agent (which, for purposes of this paragraph shall include its respective officers, directors, partners, managers, employees and agents) from and against any and all losses, costsclaims, damages, claimsliabilities, actions and losses, costs or expenses, including the reasonable fees and expenses for legal counselof counsel (each, incurred a “Loss”) incurred, suffered or sustained by the Fund resulting Lending Agent, which arise from the negligence Lending Agent’s actions or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care act, in selecting or monitoring the either case taken in good faith in performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of GodAgreement, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused by the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimwillful misfeasance, bad faith, negligence or to defend against said claim in its own name or in the name reckless disregard of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; Lending Agent, provided that the parties acknowledge that Client’s indemnification obligation with respect to the acts or omissions of the Lending Agent shall not exceed the indemnification provided by such Lending Agent to the Client. This indemnity shall survive the termination of this Agreement and the resignation or removal of the Lending Agent as agent. 13.2 The Lending Agent shall indemnify and hold harmless the Client and each Fund, its Board of Directors/Trustees and the Advisor (which for purposes of this paragraph shall include its officers, directors, partners, managers, employees and agents) and any other investment advisor for the Clients and Funds from any and all liabilities incurred by Losses to the indemnified party arising extent that any such Loss arises out of third-party claims the material breach of this Agreement by or the willful misfeasance, bad faith, negligence or reckless disregard of the Lending Agent, its officers, directors or employees in connection with the securities lending activities undertaken pursuant to this Agreement, provided that the Lending Agent’s indemnification obligation with respect to which the indemnified party is entitled acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to indemnification pursuant to the Lending Agent. This indemnity shall survive the termination of this Agreement are not and shall not be deemed to be consequential damagesthe resignation or removal of the Lending Agent.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ provided RPS has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates RPS harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orRPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Price Associates Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS or which result from Price Associates’ RPS` failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS. 40. Xx determining RPS` liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: RPS had in place "appropriate procedures;" the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 0. Xx the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 50. Upon Xx order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s party`s prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its Service Providers on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesprovided Price Services, except a loss resulting from Price Associates’ its Service Providers have acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policymisconduct. 2. The Fund shall indemnify and hold Price Associates Services, and its affiliates, harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents or subcontractors Service Providers in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesServices, orits Service Providers. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of Services, its agents or subcontractorsService Providers. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractorsService Providers; unless such negligence or misconduct is attributable to Price AssociatesServices, its Service Providers. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BTC owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BTC shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BTC’s material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BTC’s negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Company nor BTC shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Company on behalf of each Fund shall agrees to indemnify BTC and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTC’s operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BTC’s negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BTC shall indemnify and hold harmless the Fund Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, BFA and any investment adviser for the Funds from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BTC, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the Securities lending activities undertaken pursuant to such this Agreement, provided that BTC’s indemnification obligation with respect to actions the acts or omissions constituting negligence of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC. (d) Prior to lending on behalf of any Fund, BTC shall have obtained a Guaranty and Indemnity from BlackRock, Inc. or willful misconduct another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, in favor of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5Funds. Upon the assertion termination of that guaranty, BTC shall obtain, and bear the costs of obtaining, a claim for which either party may be required to indemnify the otherguaranty from BlackRock, Inc. or another entity, the party seeking indemnification shall promptly notify the other party creditworthiness of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except which is reasonably satisfactory to the extent that the indemnifying party can demonstrate actual prejudice Board of Trustees or Board of Directors (as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name applicable) of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Company, pursuant to which the indemnified guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guaranty and Indemnity by BlackRock, Inc. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BTC is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa party.

Standard of Care; Indemnification. Notwithstanding anything A. DST shall at all times use reasonable care, due diligence and act in good faith in performing the Services under this Agreement and, wherever applicable, shall provide the Services in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Laws pertaining to the contrary manner in this Agreement: 1. Price Associates shall exercise reasonable care in rendering which Services are to be performed by DST (excluding any violations arising directly or indirectly out of the Services described in this Agreement. Price Associates actions or omissions to act of third parties unaffiliated with DST or instructions given DST by an Authorized Person), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment or mistake of law or for any loss suffered made by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part it in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement Agreement. For those activities or except as expressly stated otherwise actions delineated in the NAV Error PolicySafeguard Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Safeguard Procedures, including any deviation therefrom that have been approved by the Funds in advance in writing (email or facsimile permitted). From time to time, the Funds may revise Schedule F to reflect changes to Authorized Persons; any revised Schedule F shall become effective upon DST’s receipt from an Authorized Person. 2. B. The Fund Funds shall indemnify and hold Price Associates DST, together with its directors, officers, employees, representatives, affiliates, and agents, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability that may be asserted against DST or for which DST may be held liable, including without limitation costs and counsel fees incurred in enforcing this indemnification, (each, a “Loss” and collectively “Losses”), arising out of or attributable to: (1) All actions or omissions of DST required to be taken or omitted by DST pursuant to this Agreement, provided that DST has fulfilled all material obligations under this Agreement with respect to the matter for which DST is seeking indemnification, including by way of example and not limitation, the standard of care set forth herein under Section 17.A.; (2) The Funds’ refusal or failure to comply with the terms of this Agreement, the Funds’ negligence or willful misconduct, or the material breach of any representation or warranty of the Fund hereunder; (3) The good faith reliance on, or the carrying out of, any written or oral instructions or requests of (i) an Authorized Person or (ii) representatives of an Authorized Entity; (4) DST’s good faith reliance on, or use of, information, data, Records, transmissions and documents received from, or which have been prepared and/or maintained by the Fund, its investment adviser, its sponsor, its Distributor or any other person or entity from whom the Fund instructs DST to accept and utilize information, data, Records, transmissions and documents; provided that in the event of such reliance on or carrying out of instructions or requests, DST has complied with the related Safeguard Procedures in all material respects with regard to such instructions; (5) Defaults by dealers or shareowners with respect to payment for share orders previously entered; (6) The offer or sale of the Fund’s shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such shares in such state (unless such violation results from DST’s failure to comply with written instructions of the Fund or of any officer of the Fund that no offers or sales be permitted to remain in the Fund’s securityholder Records in or to residents of such state); (7) The Funds’ errors and mistakes in the use of the TA2000 System, the data center, computer and related equipment used to access the TA2000 System, and control procedures relating thereto in the verification of output and in the remote input of data; (8) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, the Funds’ Records, securityholder and other Records, delivered to DST hereunder by the Funds or their prior agent(s); (9) Actions or omissions to act by the Funds or agents designated by the Funds with respect to duties assumed thereby as provided for in Section 12 hereof; and (10) DST’s performance of Exception Services except where DST acted or omitted to act in bad faith, with reckless disregard of its obligations or in an intentionally malicious manner.1 C. Except where (i) DST is entitled to indemnification under Section 17.B. hereof, or (ii) with respect to the treatment of “as of” transactions as provided in Exhibit 4, and subject to the limitations on liability set forth herein under Section 18, DST shall indemnify and hold the Funds, together with their respective directors, officers, employees, representatives, partners and agents, harmless from and against any and all losses, damages, costs, damagescharges, claimscounsel fees, actionspayments, expenses and expensesliability that may be asserted against the Funds or for which the Funds may be held liable, without limitation including reasonable expenses for legal counselcosts and counsel fees incurred in enforcing this indemnification (each, incurred by Price Associates resulting from: a “Loss” and collectively “Losses”) arising out of or attributable to (ia) any action DST’s refusal or omission by Price Associates or its agents or subcontractors in failure to comply with the performance terms of their duties hereunder; this Agreement, (iib) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting DST’s negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimhereunder, or to defend against said claim in its own name (c) the breach of any representation or in the name warranty of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentDST hereunder. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to The Lending Agent shall perform its obligations under this Agreement with the contrary care, skill, prudence, and diligence which, under the circumstances then prevailing, a prudent person acting in this Agreement: 1a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Price Associates shall exercise reasonable care Except as specifically provided in rendering Section 9, the Services described in this Agreement. Price Associates Lending Agent shall not be liable for with respect to any error of judgment or mistake of law or for losses incurred by any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesProgram, except a loss resulting to the extent that such losses result from Price Associates’ willful misfeasancethe Lending Agent's negligence, bad faith or negligence on willful misconduct in its part in administration of the performance Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except role as expressly stated otherwise in the NAV Error Policy. 2Lending Agent. The Fund shall indemnify Lending Agent hereby indemnifies and agrees to defend, and hold Price Associates and save harmless each Client and its Funds from and against all losses, costs, damages(i) any and all, claims, actions, demands, lawsuits, losses and expensesdamages of any kind whatsoever arising or resulting from the negligence, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence bad faith or willful misconduct of Price Associatesthe Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, or 3the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Price Associates shall indemnify Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Fund Lending Agent from any and all losses, costs, damages, claims, actions and expensesactions, including reasonable expenses for legal counseldemands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent’s duties under this Agreement, incurred except to the extent caused by the Fund resulting from the negligence negligence, bad faith or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim Lending Agent in its own name or in the name administration of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentProgram. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its affiliates or service providers on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesprovided Price Services, except a loss resulting from Price Associates’ its affiliates and service providers have acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policymisconduct. 2. The Fund shall indemnify and hold Price Associates Services harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents affiliates or subcontractors service providers in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesServices, orits affiliates or service providers. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services, its affiliates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractorsservice providers. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices, its affiliates or service providers. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its Service Providers in carrying or attempting to carry out the terms and provisions of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ provided RPS and its Service Providers have acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policymisconduct. 2. The Fund shall indemnify and hold Price Associates RPS, and its affiliates, harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents or subcontractors Service Providers in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orRPS or its Service Providers. 3. Price Associates Except as provided in Article M of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractorsService Providers. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS or its Service Providers. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 5. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in (a) In performing its obligations under this Agreement: 1. Price Associates , BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall exercise reasonable care in rendering act without bad faith, negligence or willful misconduct (the Services described in this Agreement. Price Associates “Standard of Care”), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of judgment BNY Mellon’s or mistake any BNY Mellon Affiliate’s failure to satisfy the Standard of law Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with this Agreement, even if previously informed of the matters possibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of perform its obligations and duties under this Agreement or except as expressly stated otherwise in accordance with the NAV Error PolicyStandard of Care. 2. The Fund (b) Subject to the limitations on liability and responsibility set forth in this Agreement with respect to the Funds, the Investment Adviser shall indemnify and hold Price Associates harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all lossescosts, costsexpenses, damages, claims, actionsliabilities and claims (including claims asserted by the Investment Adviser), and expensesreasonable attorneys’ and accountants’ fees relating thereto, including reasonable expenses for legal counselwhich are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, incurred by Price Associates resulting from: (i) reason of or as a result of any action or omission by Price Associates not arising out of BNY Mellon’s or its agents or subcontractors in a BNY Mellon Affiliate’s failure to satisfy the performance Standard of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by Care. This indemnity shall be a duly authorized officer continuing obligation of the Investment Adviser, its successors and assigns, notwithstanding the termination of this Agreement with respect to any Fund; or . (iiic) Price Associates acting upon information provided by Subject to the Fund limitations on liability and responsibility set forth in form and under policies agreed this Agreement with respect to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesBXX Xxxxxx, or 3. Price Associates XXX Xxxxxx shall indemnify and hold harmless the Fund Investment Adviser and the Funds from and against any and all lossescosts, costsexpenses, damages, claimsliabilities and claims (including claims asserted by BNY Mellon), actions and expensesreasonable attorneys’ fees relating thereto, including reasonable expenses for legal counsel, which are sustained or incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ may be asserted against the Investment Adviser or any Fund, to the extent arising out of BNY Mellon’s or a BNY Mellon Affiliate’s failure to exercise reasonable care in selecting or monitoring satisfy the performance Standard of Care. This indemnity shall be a continuing obligation of BNY Mellon, its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct successors and assigns, notwithstanding the termination of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associatesthis Agreement. 4. In (d) Upon the occurrence of any event either party is unable to perform its obligations arising out of the services provided by BNY Mellon under the terms of this Agreement because of acts of Godthat causes or may cause any cost, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, costexpense, damage, claimliability or claim to or against the Investment Adviser or any Fund, action BNY Mellon shall promptly notify the Investment Adviser of the occurrence of such event and use commercially reasonable efforts to attempt to mitigate the detrimental effects of such event and limit or expense resulting from avoid continuing harm to the Investment Adviser or such failure Fund. Upon the occurrence of any event that causes or may cause any cost, expense, damage, liability or claim to perform or otherwise from against BNY Mellon, the Investment Adviser shall promptly notify BNY Mellon of the occurrence of such causesevent and use commercially reasonable efforts to attempt to mitigate the detrimental effects of such event and limit or avoid continuing harm to BNY Mellon. 5(e) BNY Mellon will maintain, at all times during the term of this Agreement, errors and omissions insurance, fidelity bonds and such other insurance as BNY Mellon may deem appropriate, in each case in a commercially reasonable amount deemed by BNY Mellon to be sufficient to cover its potential liabilities under this Agreement, including without limitation cyber-liability insurance coverage deemed by BNY Mellon to be appropriate. Upon BNY Mellon agrees to provide the Investment Adviser with certificates of insurance and summaries of its applicable insurance coverage, in a format standard for the insurance industry, and agrees to provide updated summaries monthly or as requested by the Investment Adviser. (f) In order that the indemnification provisions contained in this Section 9 shall apply, upon the assertion of a claim for which either party Party may be required to indemnify the other, the party Party seeking indemnification shall promptly notify the other party Party of such assertion, and shall keep the other party Party advised with respect to all material developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party Party who may be required to indemnify shall have the right to control the defense of the claim, and the Party seeking indemnification shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in at its own name or cost and expense. The Party seeking indemnification will cooperate reasonably, at the indemnifying Party’s expense, with the indemnifying Party in the name defense of such claim; provided, however, that the other partyParty seeking indemnification shall not be required to take any action that would impair any claim it may have against the indemnifying Party. The party Party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party Party may be required to indemnify it except with the other partyParty’s prior written consent. 6. Neither party to this Agreement The indemnifying Party shall be liable not settle or compromise any claim or consent to the other party for consequential damages under entry of any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims judgment with respect to which indemnification is being sought hereunder without the indemnified party is entitled to indemnification pursuant to this Agreement are not and prior written consent of the Party seeking indemnification, which consent shall not be deemed to be consequential damagesunreasonably withheld, delayed or conditioned.

Standard of Care; Indemnification. Notwithstanding anything to The Lending Agent shall perform its obligations under this Agreement with the contrary care, skill, prudence, and diligence which, under the circumstances then prevailing, a prudent person acting in this Agreement: 1a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aim. Price Associates shall exercise reasonable care Except as specifically provided in rendering Section 9, the Services described in this Agreement. Price Associates Lending Agent shall not be liable for with respect to any error of judgment or mistake of law or for losses incurred by any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesProgram, except a loss resulting to the extent that such losses result from Price Associates’ willful misfeasancethe Lending Agent's negligence, bad faith or negligence on willful misconduct in its part in administration of the performance Program. Notwithstanding any other provision of this Agreement, under no circumstances shall the Lending Agent be liable for any indirect, consequential, or special damages with respect to its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except role as expressly stated otherwise in the NAV Error Policy. 2Lending Agent. The Fund shall indemnify Lending Agent hereby indemnifies and agrees to defend, and hold Price Associates and save harmless each Client and its Funds from and against all losses, costs, damages(i) any and all, claims, actions, demands, lawsuits, losses and expensesdamages of any kind whatsoever arising or resulting from the negligence, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence bad faith or willful misconduct of Price Associatesthe Lending Agent in its administration of the Program or the failure of the Lending Agent to comply with the provisions of this Agreement including, or 3the Investment Guidelines; and (ii) all buy-in costs, as defined in Section 9(c), to the extent not recovered by the Lending Agent from the applicable Borrower for the account of the Affected Fund. Price Associates shall indemnify Each Client on behalf of each of its Funds hereby indemnifies and agrees to defend, hold and save harmless the Fund Lending Agent from any and all losses, costs, damages, claims, actions and expensesactions, including reasonable expenses for legal counseldemands or lawsuits of any kind whatsoever arising in any way out of the performance of the Lending Agent's duties under this Agreement, incurred except to the extent caused by the Fund resulting from the negligence negligence, bad faith or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim Lending Agent in its own name or in the name administration of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentProgram. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its affiliates, or service providers in carrying or attempting to carry out the terms and provisions of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesprovided RPS, except a loss resulting from Price Associates’ its affiliates and service providers has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policymisconduct. 2. The Fund shall indemnify and hold Price Associates RPS harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents affiliates or subcontractors service providers in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesRPS, orits affiliates or service providers . 3. Price Associates Except as provided in Article M of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS, its affiliates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractorsservice providers. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS, its affiliates or service providers. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 5. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BTC owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BTC shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BTC’s material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BTC’s negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Company nor BTC shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Company on behalf of each Fund shall agrees to indemnify BTC and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTC’s operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BTC’s negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BTC shall indemnify and hold harmless the Fund Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, BFA and any investment adviser for the Funds from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BTC, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the Securities lending activities undertaken pursuant to such this Agreement, provided that BTC’s indemnification obligation with respect to actions the acts or omissions constituting negligence of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC. (d) prior to lending on behalf of any Fund or willful misconduct Funds, BTC shall have obtained a Guaranty and Indemnity from Barclays Bank PLC or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, in favor of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5Funds. Upon the assertion termination of that guaranty, BTC shall obtain, and bear the costs of obtaining, a claim for which either party may be required to indemnify the otherguaranty from Barclays Bank PLC or another entity, the party seeking indemnification shall promptly notify the other party creditworthiness of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except which is reasonably satisfactory to the extent that the indemnifying party can demonstrate actual prejudice Board of Trustees or Board of Directors (as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name applicable) of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Company, pursuant to which the indemnified guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guarantee and Indemnity by Barclays Bank PLC. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BTC is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa party.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BTC owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BTC shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BTC’s material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BTC’s negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Company nor BTC shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Company on behalf of each Fund shall agrees to indemnify BTC and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTC’s operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BTC’s negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BTC shall indemnify and hold harmless the Fund Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, BFA and any investment adviser for the Funds from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BTC, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the Securities lending activities undertaken pursuant to such this Agreement, provided that BTC’s indemnification obligation with respect to actions the acts or omissions constituting negligence of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC. (d) prior to lending on behalf of any Fund or willful misconduct Funds, BTC shall have obtained a Guaranty and Indemnity from BlackRock, Inc. or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, in favor of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5Funds. Upon the assertion termination of that guaranty, BTC shall obtain, and bear the costs of obtaining, a claim for which either party may be required to indemnify the otherguaranty from BlackRock, Inc. or another entity, the party seeking indemnification shall promptly notify the other party creditworthiness of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except which is reasonably satisfactory to the extent that the indemnifying party can demonstrate actual prejudice Board of Trustees or Board of Directors (as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name applicable) of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Company, pursuant to which the indemnified guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guaranty and Indemnity by BlackRock, Inc. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BTC is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa party.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) BTC shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BTC’s material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BTC’s negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Client nor BTC shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Fund shall Client, on behalf of its Funds, agrees to indemnify BTC and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTC’s operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BTC’s negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BTC shall indemnify and hold harmless the Fund Client and each of its Funds, the Client’s Board and its agents, and BFA or BlackRock Advisors, LLC, as applicable, each an investment adviser for the Funds, from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BTC, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the Securities lending activities undertaken pursuant to such this Agreement, provided that BTC’s indemnification obligation with respect to actions the acts or omissions constituting negligence or willful misconduct of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC. (d) Prior to lending on behalf of any Fund, BTC shall have obtained a Guaranty and Indemnity from an entity, the creditworthiness of which is reasonably satisfactory to the Board of the Client, in favor of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Funds pursuant to which the indemnified guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guaranty and Indemnity by BlackRock, Inc. The Client and/or its Funds, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BTC is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa party.

Standard of Care; Indemnification. Notwithstanding anything In connection with the performance of its duties and responsibilities hereunder, the Custodian (and each officer, employee, agent, sub-custodian and depository of or engaged by the Custodian) shall at all times be held to the contrary in this Agreement: 1standard of reasonable care. Price Associates The Custodian shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable fully responsible for any error action taken or omitted by any officer, employee, agent, sub-custodian or depository of judgment or mistake of law engaged by the Custodian to the same extent as if the Custodian were to take or for any loss suffered by omit to take such action directly. The Custodian agrees to indemnify and hold the Fund and each Series of the Fund harmless from and against any and all loss, liability and expense, including reasonable legal fees and expenses, arising out of its officersthe Custodian's own negligence, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence willful misconduct or that of any officer, employee, agent, sub-custodian and depository of or engaged by the Custodian in the performance of the Custodian's duties and obligations under this Agreement; PROVIDED, HOWEVER, that, notwithstanding any other provision in this Agreement, the Custodian shall not be responsible for the following: (a) any action taken or omitted in accordance with any Written Order from the Fund reasonably believed by the Custodian to be genuine and to be signed by the proper party or parties; or (b) any action taken or omitted in reasonable reliance on the advice of counsel of or reasonably acceptable to the Fund relating to any of its part duties and responsibilities hereunder. The Fund agrees to indemnify and hold the Custodian harmless from and against any and all loss, liability and expense, including reasonable legal fees and expenses, arising out of the performance by the Custodian (and each officer, employee, agent, sub-custodian and depository of or engaged by the Custodian) of its duties and responsibilities under this Agreement PROVIDED THAT the Custodian (or any officer, employee, agent, sub-custodian and depository of or engaged by the Custodian, as applicable) exercised reasonable care in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties responsibilities under this Agreement or except as expressly stated otherwise in the NAV Error PolicyAgreement. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns Adviser in connection with the matters to which performance of its obligations under this Agreement relatesAgreement, except a loss resulting from Price Associates’ a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on its the Sub-Adviser's part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or Agreement, except as expressly stated may otherwise in the NAV Error Policy. 2be provided under provisions of applicable state law which cannot be waived or modified hereby. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates Sub-Adviser shall indemnify and hold harmless the Fund Adviser from and against any and all claims, losses, costs, damages, claims, actions and expenses, liabilities or damages (including reasonable expenses for legal counsel, incurred by the Fund resulting attorney's fees and other related expenses) howsoever arising from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring connection with the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its Sub-Adviser's obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim Agreement; provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify Sub-Adviser's obligation under this Agreement except Paragraph 5 shall be reduced to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimAdviser's own willful misfeasance, bad faith or gross negligence, or to defend against said claim in the reckless disregard of its own name or in duties under this Agreement and provided further that the name Sub-Adviser shall have no obligation under this Section 5 if it is acting pursuant to the direction of the other partyAdviser. The party seeking indemnification Adviser shall in no case confess any claim or make any compromise in any case in which indemnify and hold harmless the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that Sub-Adviser from and against any and all claims, losses, liabilities incurred or damages (including reasonable attorney's fees and other related expenses) howsoever arising from or in connection with the performance of the Adviser's obligations under this Agreement or arising from or in connection with the Sub-Adviser acting at the direction of the Adviser; provided, however, that the Adviser's obligation under this Paragraph 5 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the indemnified party arising out Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to its duties under this Agreement are not and shall not be deemed to be consequential damagesAgreement.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ provided RPS has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates RPS harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orRPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Price Associates Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS or which result from Price Associates’ RPS' failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS. 4. In determining RPS' liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: * RPS had in place "appropriate procedures;" * the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and * no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 56. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s 's prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate providing services hereunder shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Fund, except those costs, expenses, damages, liabilities or claims arising out of judgment BNY Mellon’s own fraud, negligence, bad faith, willful misconduct or mistake reckless disregard of law its duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. BNY Mellon and any such BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the fraud, negligence, bad faith, or willful misconduct of BNY Mellon or its reckless disregard of its duties hereunder. Notwithstanding any other provision hereof, BNY Mellon’s cumulative liability under this Agreement shall be limited to the amount of fees paid for services hereunder during the twelve (12) months immediately preceding the event first giving rise to such loss, damage or liability; provided, however, that the foregoing limitation of liability shall not apply if a court of competent jurisdiction has determined that BNY Mellon acted with fraud, bad faith, intentional misconduct or its reckless disregard of its duties hereunder. (b) Each Fund, severally and not jointly, shall indemnify and hold harmless BNY Mellon and any BNY Mellon Affiliate providing services hereunder from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by a Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY Mellon or any such BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without fraud, negligence, bad faith, willful misconduct or reckless disregard of its obligations under this Agreement, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for such Fund or BNY Mellon, or arising out of transactions or other activities of such Fund which occurred prior to the commencement of this Agreement; provided, that no Fund shall indemnify BNY Mellon or any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 9(a). This indemnity shall be a continuing obligation of each Fund, its successors and assigns, notwithstanding the termination of this Agreement. In no event shall any Fund be liable to BNY Mellon or any BNY Mellon Affiliate or any third party for any special, indirect or consequential damages, or lost profits or loss suffered of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. Without limiting the generality of the foregoing, each Fund shall, severally and not jointly, indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including reasonable counsel fees and other reasonable costs and expenses of a defense against any claim or liability, arising from any one or more of the following, except to the extent such event arises out of the BNY Mellon’s or any BNY Mellon Affiliate’s own fraud, negligence, bad faith, or willful misconduct: (i) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of a Fund; (ii) Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Fund or otherwise without gross negligence or willful misconduct; (iii) Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for the Fund or its own counsel; (iv) Any improper use by the Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement; (v) The method of valuation of the Fund’s portfolio securities and the method of computing each Series’ Net Asset Value; or (vi) Any valuations of securities, other assets or the Net Asset Value provided by the Fund. (c) Actions taken or omitted in reasonable reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for a Fund or BNY Mellon’s own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (d) Subject at all times to the limitations of liability contained in Section 9(a) of this Agreement, BNY Mellon shall indemnify and hold harmless each Fund from and against costs, expenses, damages, liabilities and claims, and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred by a Fund as a direct result of BNY Mellon’s fraud, negligence, bad faith, willful misconduct or BNY Mellon’s reckless disregard of its officersduties hereunder. (e) No party shall be responsible for damages (including without limitation damages caused by delays, directorsfailure, employeeserrors, successors and permitted assigns in connection with the matters to interruption or loss of data) which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith occurring directly or negligence on indirectly by reason of circumstances beyond its part reasonable control in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement Agreement, including, without limitation, labor difficulties within or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losseswithout such party, costsmechanical breakdowns, damagesflood or catastrophe, claimsacts of God, actionsfailures of transportation, and expensesinterruptions, including reasonable expenses for legal counselloss, incurred by Price Associates resulting from: (i) any or malfunctions of utilities, action or omission inaction of civil or military authority, national emergencies, public enemy, war, terrorism, riot, sabotage, non-performance by Price Associates a third party, failure of the mails, communications, computer (hardware or its agents software) services, or subcontractors functions or malfunctions of the internet, firewalls, encryption systems or security devices caused by any of the above. No party shall be responsible for delays or failures to supply the information or services specified in this Agreement where such delays or failures are caused by the failure of any person(s) other than such party to supply any instructions, explanations, information, specifications or documentation deemed necessary by such party in the performance of their its duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associatesthis Agreement. 4. In the event either party is unable to perform its obligations under the terms (f) The provisions of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party Section 9 shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision survive termination of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything 13.1 Subject to Section 6, the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates Client shall indemnify and hold harmless the Fund Lending Agent (which, for purposes of this paragraph shall include its respective officers, directors, partners, managers, employees and agents) from and against any and all losses, costsclaims, damages, claimsliabilities, actions and losses, costs or expenses, including the reasonable fees and expenses for legal counselof counsel (each, incurred a “Loss”) incurred, suffered or sustained by the Fund resulting Lending Agent, which arise from the negligence Lending Agent’s actions or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care act, in selecting or monitoring the either case taken in good faith in performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of GodAgreement, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that such claims, damages, liabilities, losses, costs or expenses were caused by the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimwillful misfeasance, bad faith, negligence or to defend against said claim in its own name or in the name reckless disregard of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; Lending Agent, provided that the parties acknowledge that Client’s indemnification obligation with respect to the acts or omissions of the Advisor shall not exceed the indemnification provided by such Advisor to the Client. This indemnity shall survive the termination of this Agreement and the resignation or removal of the Lending Agent as agent. 13.2 The Lending Agent shall indemnify and hold harmless the Client and each Fund, its Board of Directors/Trustees and the Advisor (which for purposes of this paragraph shall include its officers, directors, partners, managers, employees and agents) and any other investment advisor for the Clients and Funds from any and all liabilities incurred by Losses to the indemnified party arising extent that any such Loss arises out of third-party claims the material breach of this Agreement by or the willful misfeasance, bad faith, negligence or reckless disregard of the Lending Agent, its officers, directors or employees in connection with the securities lending activities undertaken pursuant to this Agreement, provided that the Lending Agent’s indemnification obligation with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and acts or omissions of its subcustodians shall not be deemed exceed the indemnification provided by the applicable subcustodian to be consequential damagesthe

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from provided Price Associates’ Services has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates Services harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orServices or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services or which result from Price Associates’ Services' failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices. 4. In determining Price Services' liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: * Price Services had in place "appropriate procedures;" and * the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored. No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that Price Services is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "Appropriate Procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 56. Upon In order that the indemnification provisions contained in this Article E shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s 's prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, the Bank owes no fiduciary duty to the contrary in this Agreement: 1Lender. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates The Bank shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including attorneys and accountants fees) incurred by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesLender, except a loss resulting from Price Associates’ those costs, expenses, damages, liabilities or claims arising out of the Bank's negligence, willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. The Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall the Bank be liable for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Fund shall Lender agrees to indemnify the Bank and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, liabilities or claims, actions, and expenses, including reasonable fees and expenses for legal of counsel, incurred by Price Associates resulting from: (i) any action which the Bank may sustain or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates incur or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify asserted against the other, the party seeking indemnification shall promptly notify the other party Bank by reason of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice or as a result of such failureany action taken or omitted by the Bank in connection with or arising out of the Bank's operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the Bank's negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. The party who may foregoing indemnity shall be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name a continuing obligation of the other party. The party seeking indemnification shall in no case confess Lender, its successors and assigns, notwithstanding the termination of any claim loans hereunder or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that . Actions taken or omitted in reasonable reliance upon Oral or Written Instructions, any and all liabilities incurred Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed Bank to be consequential damagesgenuine or bearing the signature of a person or persons reasonably believed by the Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, the Bank owes no fiduciary duty to the contrary Lender. Except as set forth in this Agreement: 1. Price Associates shall exercise reasonable care in rendering Section 4.8 hereof, the Services described in this Agreement. Price Associates Bank shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including attorneys and accountants fees) incurred by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesLender, except a loss resulting from Price Associates’ those costs, expenses, damages, liabilities or claims arising out of the Bank’s negligence, willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under hereunder. For the purposes of this Section 5.1, it shall be deemed negligent for the Bank to fail to comply with any material terms of this Agreement or except as expressly stated otherwise of any Securities Borrowing Agreement. The Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall the Bank be liable for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Fund shall Lender agrees to indemnify the Bank and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, liabilities or claims, actions, and expenses, including reasonable fees and expenses for legal of counsel, incurred by Price Associates resulting from: (i) any action which the Bank may sustain or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates incur or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify asserted against the other, the party seeking indemnification shall promptly notify the other party Bank by reason of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice or as a result of such failureany action taken or omitted by the Bank in connection with or arising out of the Bank’s operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the Bank’s negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. The party who may foregoing indemnity shall be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name a continuing obligation of the other party. The party seeking indemnification shall in no case confess Lender, its successors and assigns, notwithstanding the termination of any claim loans hereunder or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that . Actions taken or omitted in reasonable reliance upon Oral or Written Instructions, any and all liabilities incurred Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed Bank to be consequential damagesgenuine or bearing the signature of a person or persons reasonably believed by the Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken Securities Lending Agrmt 8 July 2012 or omitted in good faith.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate providing services hereunder shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Fund, except those costs, expenses, damages, liabilities or claims arising out of judgment BNY Mellon’s own bad faith, negligence or mistake of law willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with the matters to which this Agreement relatesAgreement, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer even if previously informed of the Fund; or (iii) Price Associates acting upon information provided by possibility of such damages and regardless of the Fund in form of action. BNY Mellon and under policies agreed to by Price Associates and the Fund. Price Associates any BNY Mellon Affiliate shall not be entitled to such indemnification liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in respect of connection with its performance hereunder, including its actions or omissions constituting omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of Price AssociatesBNY Mellon. (b) Each Fund, or 3. Price Associates severally and not jointly, shall indemnify and hold harmless the Fund BNY Mellon and any BNY Mellon Affiliate providing services hereunder from and against any and all lossescosts, costsexpenses, damages, claimsliabilities and claims (including claims asserted by a Fund), actions and expensesreasonable attorneys’ and accountants’ fees relating thereto, including reasonable expenses for legal counselwhich are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, incurred by the Fund resulting from the negligence reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, negligence, or willful misconduct misconduct, or in reliance upon (i) any law, act, or regulation even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of Price Associates legal counsel for such Fund, or which result from Price Associates’ failure to exercise reasonable care in selecting arising out of transactions or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct other activities of such Fund which occurred prior to the commencement of this Agreement; provided, that no Fund shall indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or its agents claims for which BNY Mellon or subcontractors; unless such negligence or misconduct any BNY Mellon Affiliate is attributable to Price Associates. 4. In the event either party is unable to perform its obligations liable under the terms preceding sub-section 9(a). Without limiting the generality of this Agreement because of acts of Godthe foregoing, strikes or other causes reasonably beyond its controleach Fund shall, such party shall severally and not be liable to the other party for jointly, indemnify BNY Mellon and any BNY Mellon Affiliate providing services hereunder against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, costdamage or expense, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion including counsel fees and other costs and expenses of a defense against any claim for which either party may be required to indemnify or liability, arising from any one or more of the otherfollowing, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that such event arise out of BNY Mellon’s or any BNY Mellon Affiliate’s own bad faith, negligence or willful misconduct: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the indemnifying case may be, supplied to BNY Mellon by any third party can demonstrate actual prejudice as described above or by or on behalf an Authorized Person of a result Fund; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of such failurethe Fund; III. The party who may Any action taken or omitted to be required to indemnify shall have the option to participate taken by BNY Mellon in good faith in accordance with the party seeking indemnification in advice or opinion of counsel for a Fund; IV. Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement; V. The method of valuation of the defense Fund’s portfolio securities and the method of computing each Series’ net asset value, provided that such claimcalculation or computation method conforms to the valuation policy of the Fund as provided to BNY Mellon via Instructions; or VI. Any valuations of securities, other assets, or the net asset value provided by a Fund. (c) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to defend against said claim in be from an Authorized Person, or upon the opinion of legal counsel for a Fund or its own name counsel, shall be conclusively presumed to have been taken or omitted in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentgood faith. 6. Neither party to this Agreement shall be liable (d) Subject to the other party for consequential damages under any provision limitations of liability contained in Section 9(a) of this Agreement; provided that the parties acknowledge that , BNY Mellon shall indemnify and hold harmless each Fund from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by a BNY Mellon or a BNY Mellon Affiliate), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred by the indemnified party arising out as a direct result of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to BNY Mellon’s bad faith, negligence or willful misconduct. (e) The provisions of this Agreement are not and Section 9 shall not be deemed to be consequential damagessurvive termination of this Agreement.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates 3.1 The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns Trust in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement Agreement. The Company shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trusts) on all matters, and shall be without liability for any action reasonably taken or except omitted pursuant to such advice. Any person, even though also an officer, partner, employee or agent of the Company, who may be or become an officer, trustee, employee or agent of the Trust or who may act on any business of the Trust (other than services or business in connection with the duties of the Company hereunder or the duties of any affiliate of the Company pursuant to any other agreement with the Company) shall be considered to be rendering such services to or acting solely for the Trust and not as expressly stated otherwise in an officer, partner, employee or agent or one under the NAV Error Policycontrol or direction of the Company even though paid by the Company. 2. 3.2 The Fund Trust shall indemnify the Company, its officers, employees and partners, and hold Price Associates them harmless from and against any and all actions, suits and claims, and from and against all losses, costsdamages (excluding consequential, punitive or other indirect damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses), costs, damagescharges, claimsreasonable counsel fees and disbursements, actions and payments, expenses, and liabilities (including reasonable expenses for legal counselinvestigation expenses) arising out of any action taken or thing done by them in performing the services in accordance with the above standards. 3.3 In order that the indemnification provisions contained in this Article 3. shall apply, incurred by however, it is understood that if in any case the Fund resulting from Trust may be asked to indemnify or save the negligence or willful misconduct Company, its officers, employees and partners, harmless, the Trust shall be fully and promptly advised of Price Associates or which result from Price Associates’ failure to exercise all pertinent facts concerning the situation in question, and it is further understood that the Company will use all reasonable care in selecting to identify and notify the Trust promptly concerning any situation which presents or monitoring appears likely to present the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct probability of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify indemnification against the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureTrust. The party who may be required to indemnify Trust shall have the option to participate with defend them against any claim which may be subject to this indemnification. In the party seeking indemnification in event that the Trust so elects, it will so notify the parties and thereupon the Trust shall take over complete defense of the claim with counsel reasonably acceptable to the parties, and the parties shall in such claim, situation initiate no further legal or to defend against said claim in its own name or in the name of the other partyexpenses for which they shall seek indemnification under this Article. The An indemnified party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may Trust will be required asked to indemnify it the party except with the other party’s Trust's prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates The Adviser shall exercise reasonable care its best judgment in rendering the Services described services listed in this Agreementparagraphs 2, 3 and 4 above. Price Associates The Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns Trust in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ provided that nothing herein shall be deemed to protect or purport to protect the Adviser against any liability to the Trust or the Fund or to shareholders of the Trust or the Fund to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder or from by reason of the Adviser's reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2("disabling conduct"). The Fund shall will indemnify the Adviser against, and hold Price Associates it harmless from from, any and against all losses, costsclaims, damages, claims, actions, liabilities or expenses (including reasonable counsel fees and expenses, including reasonable expenses for legal counsel, incurred ) not resulting from disabling conduct by Price Associates resulting fromthe Adviser. Indemnification shall be made only following: (i) any action a final decision on the merits by a court or omission other body before whom the proceeding was brought that the Adviser was not liable by Price Associates reason of disabling conduct or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting in the absence of such a decision, a reasonable determination, based upon instructions believed by it to have been executed by a duly authorized officer review of the Fund; facts, that the Adviser was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of Trustees of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party Trustees") or (iiib) Price Associates acting upon information provided by the Fund an independent legal counsel in form and under policies agreed to by Price Associates and the Funda written opinion. Price Associates The Adviser shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless advances from the Fund from all losses, costs, damages, claims, actions and expenses, including for payment of the reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care it in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate connection with the party matter as to which it is seeking indemnification in the defense manner and to the fullest extent permissible under Delaware Law. The Adviser shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such claimadvance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Adviser shall provide security in form and amount acceptable to the Fund for its undertaking; (b) the Fund is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party Trustees, or to defend against said claim independent legal counsel, in its own name or in the name a written opinion, shall have determined, based on a review of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable facts readily available to the other party for consequential damages under any provision of this Agreement; provided Fund at the time the advance is proposed to be made, that there is reason to believe that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Adviser will ultimately be found to which the indemnified party is be entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesindemnification.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from provided Price Associates’ Services has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates Services harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orServices or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services or which result from Price Associates’ Services` failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices. 40. Xx determining Price Services` liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: Price Services had in place "appropriate procedures;" and the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored. No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that Price Services is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "Appropriate Procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 0. Xx the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 50. Upon Xx order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s party`s prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything (a) PFPC shall be responsible to perform only those duties as are specifically set forth herein, and no duties shall be implied against PFPC. Subject to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering obligations of PFPC pursuant to Section 8(a) of the Services described in this Agreement. Price Associates Agreement and to the requirements of ERISA with respect to Loans involving "plan assets" within the meaning of ERISA, PFPC shall not be liable for any error of judgment loss or mistake of law damage suffered or for any loss suffered incurred by the Fund and any of its officers, directors, employees, successors and permitted assigns Customer in connection with this Agreement, any Loan, or the matters to which this Agreement relatesadministration or operation of PFPC's securities lending program, except a loss whether or not resulting from Price Associates’ willful misfeasance, bad faith any act or negligence on its part in the performance of its duties omission to act hereunder or from reckless disregard otherwise, unless and except to the extent such loss or damage has been determined by it a final judgment of its obligations and duties under a court of competent jurisdiction to have arisen out of PFPC's own negligence or willful misconduct. Notwithstanding anything in this Agreement or except as expressly stated otherwise in to the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all lossescontrary, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party PFPC shall not be liable to the other party Customer for any consequential, special or indirect losses or damages which Customer may incur or suffer, whether or not the likelihood of such losses or damages was known by PFPC, nor shall PFPC be liable for any losses or damages beyond PFPC's control or for any losses or damages resulting from PFPC's having complied with or relied upon any Investment Guidelines or any communications from, or requirements of, Customer or Custodian. (b) Customer shall indemnify and defend PFPC and hold it harmless from and against any and all liability, loss, costdamages and claims, damageincluding claims of other parties and including attorneys' fees and all other expenses reasonably incurred in PFPC's defense, claimto which PFPC may be subjected in connection with this Agreement, action any Loan, or expense the administration or operation of PFPC's securities lending program, whether or not resulting from such failure any act or omission to perform act hereunder or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the otherotherwise, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, except that any failure by the indemnified party to provide such notice this indemnity shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except apply: (i) to the extent that a court of competent jurisdiction in a final order determines that PFPC's loss and damages resulted from PFPC's own negligence or willful misconduct; or (ii) if Available Securities are "plan assets" within the indemnifying party can demonstrate actual prejudice meaning of ERISA, but only to the extent that PFPC acts as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims fiduciary with respect to which such plan assets, to a breach of fiduciary duty by PFPC under ERISA. The costs and expenses, including attorneys' fees, of enforcing this right of indemnification shall be paid by Customer. The terms of this Section 9(b) shall survive termination of the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesAgreement.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in (a) In performing its duties under this Agreement: 1. Price Associates , BNY Mellon shall exercise reasonable care the standard of care, skill and diligence that a professional provider of fund administration and accounting services to exchange-traded products registered with the SEC under the 1933 Act and 1934 Act would observe in rendering these affairs and shall perform its duties without negligence, fraud, bad faith or willful misconduct (the Services described in this Agreement“Standard of Care”). Price Associates Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by the Trust, except those costs, expenses, damages, liabilities or claims directly arising out of judgment BNY Mellon’s own failure to satisfy the Standard of Care. In no event shall BNY Mellon or mistake of law any BNY Mellon Affiliate be liable to the Trust or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by of business, arising under or in connection with this Agreement, even if previously informed of the Fund possibility of such damages and regardless of the form of action. BNY Mellon shall not be absolved of liability for any of its officers, directors, employees, successors and permitted assigns acts or omissions in connection with the matters any services performed pursuant to which this Agreement relatesif such actions or omissions failed to satisfy the Standard of Care set forth in this Section 7. Subject to the other provisions of this Section 7, except a loss resulting from Price Associates’ willful misfeasanceBNY Mellon agrees to be liable to the Trust to the extent it is the responsible party for such loss, bad faith damage or negligence on its part expense either (i) in accordance with the performance terms of its duties hereunder Net Asset Value (“NAV”) Error Policy as such is provided to BNY Mellon by the Trust or from reckless disregard by it of its obligations (ii) as may be mutually agreed upon between BNY Mellon and duties under this Agreement or except as expressly stated otherwise in the NAV Error PolicyTrust. 2. (b) The Fund Trust shall indemnify and hold Price Associates harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by the Trust), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, gross negligence, or willful misconduct, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) the Trust’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for the Trust, or arising out of transactions or other activities of the Trust which occurred prior to the commencement of this Agreement; provided, that the Trust shall not indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 7(a). This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. In no event shall the Trust be liable to BNY Mellon or any BNY Mellon Affiliate or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. Without limiting the generality of the foregoing, the Trust shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: (i) Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of the Trust; (ii) Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Trust or otherwise without bad faith, fraud, negligence or willful misconduct; (iii) Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for the Trust; (iv) Any improper use by the Trust or its agents or Sponsor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement; (v) The method of valuation and the method of computing the Trust’s net asset value; or (vi) Any valuations or net asset value provided by the Trust. (c) Subject to the limitations of liability in Section 7(a) hereof, BNY Mellon shall indemnify and hold harmless a Trust from and against all losses, costs, damages, claims, actions, and expenses, including reasonable counsel fees and expenses for legal counselin third party suits and in a successful defense of claims asserted by BNY Mellon, incurred directly caused by Price Associates BNY Mellon’s failure to satisfy its Standard of Care, except to the extent resulting from: from the Trust’s negligence or willful misconduct. (id) Actions taken or omitted in reliance on Instructions or upon any action information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions other instrument believed by it BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for the Trust, shall be conclusively presumed to have been executed taken or omitted in good faith, which presumption maybe rebutted by evidence. (e) To the extent that the Trust directs BNY Mellon to use the products or services of a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided third party service provider engaged by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates Trust, BNY Mellon shall not be entitled to such indemnification liable for, and is relieved of all responsibility for, errors or issues in respect the provision of actions the services hereunder or omissions constituting negligence or willful misconduct the inability of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable BNY Mellon to perform its obligations under the terms of this Agreement because (including without limitation the meeting of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable service levels) to the other extent arising out of the use of or reliance upon the Trust’s third party for service provider. The Trust retains the sole obligation, and BNY Mellon does not assume any lossobligation or responsibility, costto manage the relationship with the Trust’s third party service provider. The Trust shall indemnify BNY Mellon from and against any and all costs, damageexpenses, claimdamages, action liabilities and claims (including claims asserted by a Trust), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or expense resulting from such incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate arising out of the use of or reliance upon the Trust’s third party service provider, except to the extent any the forgoing are caused by BNY Mellon’s failure to perform or otherwise from such causes. 5. Upon satisfy its Standard of Care under this Agreement in the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party use of such assertion, and shall keep the other third party advised with respect to all developments concerning such claim providedservice provider’s product or service. A Trust acknowledges, however, that BNY Mellon’s and any failure by BNY Mellon Affiliate’s reliance upon and use of any such third party service provider’s product or service satisfies the indemnified party to provide such notice shall not relieve the indemnifying party Standard of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification Care in the defense absence of such claimBNY Mellon’s negligence, fraud, bad faith or to defend against said claim willful misconduct. Without limiting the foregoing, each Trust agrees that any audit, disaster recovery, business continuity and information security standards or obligations in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable not apply to the other products or services of the Trust’s third party service providers. The Trust, or its officers or the Sponsor, shall work with its third party service providers to: (i) cooperate with BNY Mellon’s reasonable requests for consequential damages access to, and use of, the third party provider’s system to provide the services under any provision of this Agreement; provided that , for information regarding information security or otherwise related to the parties acknowledge that use or reliance upon of such third party service provider’s product or services by BNY Mellon, and (ii) comply with BNY Mellon’s reasonable requirements for the protection of its own systems associated with any and all liabilities incurred by use or reliance on the indemnified third party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesservice provider.

Standard of Care; Indemnification. Notwithstanding anything In connection with the performance of its duties and responsibilities hereunder, the Custodian (and each officer, employee, agent, sub-custodian and depository of or engaged by the Custodian) shall at all times be held to the contrary in this Agreement: 1standard of reasonable care. Price Associates The Custodian shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable fully responsible for any error action taken or omitted by any officer, employee, agent, sub-custodian or depository of judgment or mistake of law engaged by the Custodian to the same extent as if the Custodian were to take or for any loss suffered by omit to take such action directly. The Custodian agrees to indemnify and hold the Fund and each Series of the Fund harmless from and against any and all loss, liability and expense, including reasonable legal fees and expenses, arising out of its officersthe Custodian's own negligence, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence willful misconduct or that of any officer, employee, agent, sub-custodian and depository of or engaged by the Custodian in the performance of the Custodian's duties and obligations under this Agreement; PROVIDED, HOWEVER, that, notwithstanding any other provision in this Agreement, the Custodian shall not be responsible for the following: (a) any action taken or omitted in accordance with any Written Order from the Fund reasonably believed by the Custodian to be genuine and to be signed by the proper party or parties; or (b) any action taken or omitted in reasonable reliance on the advice of counsel of or reasonably acceptable to the Fund relating to any of its part duties and responsibilities hereunder. The Fund agrees to indemnify and hold the Custodian harmless from and against any and all loss, liability and expense, including reasonable legal fees and expenses, arising out of the performance by the Custodian (and each officer, employee, agent, sub-custodian and depository of or engaged by the Custodian) of its duties and responsibilities under this Agreement PROVIDED THAT the Custodian (or any officer, employee, agent, sub-custodian or depository of or engaged by the Custodian, as applicable) exercised reasonable care in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties responsibilities under this Agreement or except as expressly stated otherwise in the NAV Error PolicyAgreement. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from provided Price Associates’ Services has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates Services harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orServices or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services' or which result from Price Associates’ Services failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices. 4. In determining Price Services' liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: Price Services had in place "appropriate procedures;" and the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored. No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that Price Services is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "Appropriate Procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 56. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s 's prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, the Bank owes no fiduciary duty to the contrary in this Agreement: 1Lender. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates The Bank shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including attorneys and accountants fees) incurred by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesLender, except a loss resulting from Price Associates’ those costs, expenses, damages, liabilities or claims arising out of the Bank’s negligence, willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. The Bank shall have no obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall the Bank be liable for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Fund shall Lender agrees to indemnify the Bank and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, liabilities or claims, actions, and expenses, including reasonable fees and expenses for legal of counsel, incurred by Price Associates resulting from: (i) any action which the Bank may sustain or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates incur or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify asserted against the other, the party seeking indemnification shall promptly notify the other party Bank by reason of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice or as a result of such failureany action taken or omitted by the Bank in connection with or arising out of the Bank’s operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the Bank’s negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. The party who may foregoing indemnity shall be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name a continuing obligation of the other party. The party seeking indemnification shall in no case confess Lender, its successors and assigns, notwithstanding the termination of any claim loans hereunder or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that . Actions taken or omitted in reasonable reliance upon Oral or Written Instructions, any and all liabilities incurred Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed Bank to be consequential damagesgenuine or bearing the signature of a person or persons reasonably believed by the Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) (“Losses”) incurred by or asserted against the Fund, except those Losses arising out of judgment BNY Mellon’s own bad faith, negligence, willful misconduct or mistake reckless disregard of law its obligations or duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Fund or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of BNY Mellon or reckless disregard of its obligations or duties hereunder. In instances in which the bad faith, negligence or willful misconduct of BNY Mellon or reckless disregard of its obligations or duties hereunder results in a Net Asset Value error, BNY Mellon shall be liable for the amounts required to be paid to the Fund and/or Fund shareholders as calculated pursuant to the Net Asset Value error correction policy (“NAV Error Policy”) attached hereto at Schedule II and as may be amended or restated from time-to-time, provided any loss suffered by such amendments to or restatements of the NAV Error Policy are made available to BNY Mellon in advance for review and acknowledgement. The parties acknowledge and agree that the NAV Error Policy shall at all times be consistent with SEC guidance regarding the correction of NAV errors. (b) Except for those amounts arising pursuant to the NAV Error Policy as described in Section 9(a) above, BNY Mellon’s maximum aggregate cumulative liability to the Fund and all persons or entities claiming through the Fund for all Losses the recovery of which is not otherwise excluded by another provision of this Agreement, and regardless of the form of action or legal theory, shall not exceed the fees received by BNY Mellon for services provided hereunder during the twenty-four (24) months immediately prior to the Loss Date. If BNY Mellon provided services for less than twenty-four (24) months immediately prior to the Loss Date, then any Losses shall not exceed the fees it would have received for the services provided as contemplated hereunder during the first twenty-four (24) months of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error PolicyAgreement. 2. (c) The Fund shall indemnify and hold Price Associates harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all lossescosts, costsexpenses, damages, claimsliabilities and claims (except any special, actionsindirect or consequential damages, or lost profits or loss of business) and expensesreasonable attorneys’ and accountants’ fees relating thereto, including which are sustained or incurred or which may be asserted by a third party against BNY Mellon or any BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, negligence or willful misconduct or reckless disregard of BNY Mellon’s obligations or duties hereunder, or in reasonable expenses for legal counsel, incurred by Price Associates resulting from: reliance upon (i) any action law, act, regulation or omission by Price Associates interpretation of the same even though the same may thereafter have been altered, changed, amended or its agents or subcontractors in the performance of their duties hereunder; repealed, (ii) Price Associates acting upon instructions believed the Fund’s Offering Materials or Documents (excluding information provided by it BNY Mellon), (iii) any Instructions or (iv) any opinion of legal counsel for the Fund, or arising out of transactions or other activities of the Fund which occurred prior to have been executed by the commencement of this Agreement; provided, that no Fund shall indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 9(a). This indemnity shall be a duly authorized officer continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Fund shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including reasonable counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of the Fund; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Fund or otherwise without negligence, bad faith, willful misconduct or reckless disregard of BNY Mellon’s obligations or duties hereunder; III. Any action taken or omitted to be taken by BNY Mellon in good faith without negligence or willful misconduct or reckless disregard of BNY Mellon’s obligations or duties hereunder in accordance with the advice or opinion of counsel for the Fund or its own counsel; IV. Any improper use by the Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement; V. The method of valuation of the securities and the method of computing each Series’ Net Asset Value; and VI. Any valuations of securities, other assets or (iii) Price Associates acting upon information the Net Asset Value provided by the Fund provided BNY Mellon’s use is in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting good faith without negligence or willful misconduct or reckless disregard of Price AssociatesBNY Mellon’s obligations or duties hereunder. (d) Actions taken or omitted in reliance on Instructions or upon any information, or 3. Price Associates shall indemnify and hold harmless order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BNY Mellon in good faith to be from an Authorized Person, or upon the opinion of legal counsel for the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal or BNY Mellon’s own counsel, incurred by the Fund resulting from the negligence shall be presumed to have been taken or willful misconduct of Price Associates or omitted in good faith, which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party presumption may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure rebutted by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentevidence. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to any Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from provided Price Associates’ Services has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates Services harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates Services resulting from: (i) any action or omission by Price Associates Services or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates Services acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates Services acting upon information provided by the Fund in form and under policies agreed to by Price Associates Services and the Fund. Price Associates Services shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orServices or where Price Services has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Except as provided in Article M of this Agreement, Price Associates Services shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates Services or which result from Price Associates’ Services' failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesServices. 4. In determining Price Services' liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: Price Services had in place "appropriate procedures;" and the employee(s) responsible for the error or omission had been reasonably trained and were being appropriately monitored. No evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that Price Services is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "Appropriate Procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 56. Upon In order that the indemnification provisions contained in this Article E shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s 's prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything (a) Subject to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering requirements of ERISA with respect to Loans involving "plan assets" within the Services described in this Agreement. Price Associates meaning of ERISA, UBS shall not be liable for any error of judgment loss or mistake of law damage suffered or for incurred by any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns Client in connection with any Loan or the matters to which this Agreement relatesadministration and operation of UBS's securities lending program, except a loss whether or not resulting from Price Associates’ willful misfeasance, bad faith any act or negligence on its part in the performance of its duties omission to act hereunder or from reckless disregard otherwise, unless and except to the extent such loss or damage has been determined by it a final judgment or order of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance a court of their duties hereunder; (ii) Price Associates acting upon instructions believed by it competent jurisdiction to have been executed by a duly authorized officer arisen out of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting UBS's own negligence or willful misconduct of Price Associates, or 3misconduct. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care Notwithstanding anything in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of Godto the contrary, strikes or other causes reasonably beyond its control, such party UBS shall not be liable to the other party any Client for any lossconsequential, costspecial or indirect losses or damages which the Client may incur or suffer by or as a consequence of UBS's performance of, damageor failure to perform, claimthe services to be provided hereunder, action whether or expense not the likelihood of such losses or damages was known by UBS, nor shall UBS be liable for any losses or damages resulting from such failure to perform UBS's having complied with the Investment Guidelines or otherwise from such causeswith any other directions from, or requirements of, the Client. 5. Upon the assertion of a claim (b) UBS shall not be liable to any Client for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised any investment losses with respect to cash Collateral. Each Client authorizes UBS to charge the Client Account for any amounts payable by such Client pursuant to this Section 8(b). (c) Client shall indemnify UBS and hold it harmless from and against any and all developments concerning such claim providedliability, howeverloss, damages and claims, including attorneys' fees and all other expenses reasonably incurred in its defense, to which UBS shall be subjected by reason of its actions, or failure to act, in either case taken in good faith pursuant to this Agreement, except that any failure by the indemnified party to provide such notice this indemnity shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except apply: (i) to the extent that a court of competent jurisdiction in a final judgment or order determines that UBS's actions or failure to act resulted from UBS's negligence or willful misconduct; or (ii) if Available Securities are "plan assets" within the indemnifying party can demonstrate actual prejudice meaning of ERISA, but only to the extent that UBS acts as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims fiduciary with respect to which the indemnified party is entitled such plan assets, to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa breach of fiduciary duty by UBS under ERISA.

Standard of Care; Indemnification. Notwithstanding anything to the contrary contained in the Loan Documents or this Agreement: 1Article 9, in performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with similar loans that it syndicates and administers, but Administrative Agent shall have no further responsibility to any Lender except for its own gross negligence or willful misconduct which results in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender. Price Associates The Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 10.2, but without limiting the obligations of Borrower under Section 10.2) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the foregoing that arise from any claims or assertions of any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 10.2, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or any action taken or omitted by Administrative Agent under the Loan Documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by foregoing to the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting extent they arise from Administrative Agent’s gross negligence or willful misconduct as determined by a court of Price Associatescompetent jurisdiction in a final, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim non-appealable judgment provided, however, that any failure by no action taken in accordance with the indemnified party directions of the Required Lenders shall be deemed to provide such notice shall not relieve constitute gross negligence or willful misconduct for purposes of this Section 9.9. Without limiting the indemnifying party generality of its obligations the foregoing, each Xxxxxx agrees to indemnify under this Agreement except reimburse Administrative Agent (to the extent that not reimbursed by Xxxxxxxx and without limiting the indemnifying party can demonstrate actual prejudice as a result obligation of such failure. The party who may be required Borrower to indemnify shall have do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the option reasonable fees and expenses of the counsel to participate Administrative Agent) incurred by Administrative Agent in connection with the party seeking indemnification in the defense of such claimpreparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to defend against said claim in its own name the rights or in the name responsibilities of the other party. The party seeking indemnification shall in no case confess parties under, the Loan Documents, any suit or action brought by Administrative Agent to enforce the terms of the Loan Documents and/or collect any obligation of Borrower hereunder, any “lender liability” suit or claim brought against Administrative Agent and/or the Lenders, and any claim or make suit brought against Administrative Agent and/or the Lenders arising under any compromise Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of Administrative Agent notwithstanding any claim or assertion that Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by Administrative Agent that Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that Administrative Agent is not so entitled to indemnification. The agreements in any case in which this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other party may be required to indemnify it except with Loan Documents and the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision termination of this Agreement; provided that . If Borrower shall reimburse Administrative Agent for any of the parties acknowledge that foregoing amounts following payment by any and all liabilities incurred by the indemnified party arising out Lender to Administrative Agent in respect of third-party claims with respect to which the indemnified party is entitled to indemnification such amount pursuant to this Agreement are not and Section 9.9, then Administrative Agent shall not be deemed to be consequential damagesshare such reimbursement on a ratable basis with each Lender making any such payment in accordance with each such Xxxxxx’s respective Proportionate Share.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates RPS shall not be liable to the Fund for any error act or failure to act by it or its agents or subcontractors on behalf of judgment or mistake of law or for any loss suffered by the Fund in carrying or attempting to carry out the terms and any provisions of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ provided RPS has acted in good faith and without negligence or willful misfeasance, bad faith or negligence on its part in misconduct and selected and monitored the performance of its duties hereunder or from reckless disregard by it of its obligations agents and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policysubcontractors with reasonable care. 2. The Fund shall indemnify and hold Price Associates RPS harmless from and against all losses, costs, damages, claims, actions, actions and expenses, including reasonable expenses for legal counsel, incurred by Price Associates RPS resulting from: (i) any action or omission by Price Associates RPS or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates RPS acting upon instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates RPS acting upon information provided by the Fund in form and under policies agreed to by Price Associates RPS and the Fund. Price Associates RPS shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orRPS or where RPS has not exercised reasonable care in selecting or monitoring the performance of its agents or subcontractors. 3. Price Associates Except as provided in Article K of this Agreement, RPS shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates RPS or which result from Price Associates’ RPS' failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with in respect to of actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price AssociatesRPS. 4. In determining RPS' liability, an isolated error or omission will normally not be deemed to constitute negligence when it is determined that: RPS had in place "appropriate procedures;" the employees responsible for the error or omission had been reasonably trained and were being appropriately monitored; and no evidence or circumstances have been produced to indicate that the individual who committed the error or omission was functioning in bad faith, gross negligence or willful misconduct at the time of the incident. It is understood that RPS is not obligated to have in place separate procedures to prevent each and every conceivable type of error or omission. The term "appropriate procedures" shall mean procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence. 5. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claimclaims, action actions or expense resulting from such failure to perform or otherwise from such causes. 56. Upon In order that the indemnification provisions contained in this Article F shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s 's prior written consent. 67. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BTC owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BTC shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BTC’s material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BTC’s negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Company nor BTC shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Company on behalf of each Fund shall agrees to indemnify BTC and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BTC may sustain or incur or which may be asserted against BTC by reason of or as a result of any action taken or omitted by BTC in connection with or arising out of BTC’s operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BTC’s negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BTC to be genuine or bearing the signature of a person or persons reasonably believed by BTC to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BTC shall indemnify and hold harmless the Fund Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, BFA and any investment adviser for the Funds from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BTC, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the Securities lending activities undertaken pursuant to such this Agreement, provided that BTC’s indemnification obligation with respect to actions the acts or omissions constituting negligence of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BTC. (d) prior to lending on behalf of any Fund or willful misconduct Funds, BTC shall have obtained a Guaranty and Indemnity from BlackRock, Inc. or another entity, the creditworthiness of which is reasonably satisfactory to the Board of Trustees or Board of Directors (as applicable) of the Company, in favor of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5Funds. Upon the assertion termination of that guaranty, BTC shall obtain, and bear the costs of obtaining, a claim for which either party may be required to indemnify the otherguaranty from BlackRock, Inc. or another entity, the party seeking indemnification shall promptly notify the other party creditworthiness of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except which is reasonably satisfactory to the extent that the indemnifying party can demonstrate actual prejudice Board of Trustees or Board of Directors (as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name applicable) of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Company, pursuant to which the indemnified guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guarantee and Indemnity by BlackRock, Inc. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BTC is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa party.

Standard of Care; Indemnification. Notwithstanding anything (a) To the fullest extent permitted by Applicable Law, and except to the contrary extent specified in this Agreement: 1. Price Associates shall exercise reasonable care in rendering Section 36(b) of the Services described in this Agreement. Price Associates Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings), the Investment Manager and/or the Administrative Coordinator, and each of their respective affiliates, as applicable, shall not be liable to the Fund or any Unitholder thereof, and the Fund does hereby release the Investment Manager and/or the Administrative Coordinator, for any error of judgment act or omission, including any mistake of fact or error in judgment, taken, suffered or made by the Investment Manager and/or the Administrative Coordinator, as applicable, in good faith and in the belief that such act or omission is in or is not contrary to the best interests of the Fund; provided that such act or omission does not constitute Disabling Conduct (as defined herein) by the Investment Manager and/or the Administrative Coordinator. To the extent that, at law or in equity, the Investment Manager and/or the Administrative Coordinator, as applicable, has duties and liabilities relating to the Fund or the Unitholders, the Investment Manager and/or the Administrative Coordinator, as applicable, acting under this Agreement shall not be liable to the Fund or any Unitholder for any loss suffered its good faith reliance on the provisions of this Agreement, to the maximum extent permitted by Applicable Law. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Investment Manager and/or the Administrative Coordinator, as applicable, otherwise existing at law or in equity, are agreed by the Fund to replace such other duties and liabilities of the Investment Manager and/or the Administrative Coordinator, as applicable, to the maximum extent permitted by Applicable Law. Notwithstanding any provisions of its officersthis Agreement to the contrary, directors, employees, successors and permitted assigns nothing contained herein shall protect or be deemed to protect the Investment Manager and/or Administrative Coordinator against or entitle or be deemed to entitle the Investment Manager or Administrative Coordinator to indemnification in connection with respect of any liability to the matters Fund or the Unitholders to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith the Investment Manager or negligence on its part in the performance Administrative Coordinator would otherwise by subject by reason of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors Disabling Conduct in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to (as the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may same shall be required to indemnify shall have the option to participate determined in accordance with the party seeking indemnification Investment Company Act and any interpretations or guidance by the Securities and Exchange Commission or its staff thereunder). As used in this Section 6, the term “Disabling Conduct” shall mean fraud, willful misfeasance, bad faith, gross negligence or reckless disregard of the obligations and duties of the Investment Manager and/or the Administrative Coordinator, as applicable, under this Agreement and in the defense of such claim, or to defend against said claim in its own name or in the name conduct of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which Investment Manager’s and/or the other party may be required to indemnify it except with the other partyAdministrative Coordinator’s prior written consentoffice, as applicable. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to (a) Except as otherwise expressly provided herein, and provided that the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates following shall not be construed to relieve Custodian and Administrator from its obligations to act in accordance with Written Instructions, neither Custodian nor Administrator shall be liable for any error costs, expenses, damages, liabilities or claims including accountant’s and attorneys’ fees (collectively, “Losses”) incurred by or asserted against Secured Party arising out of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which performance by Custodian and Administrator of their obligations under this Agreement relatesor the MLSA, except a loss resulting from Price Associates’ willful misfeasancethose Losses arising out of their negligence, fraud, bad faith or negligence on its part willful misconduct. Neither Custodian nor Administrator shall have any obligation to Secured Party hereunder or in connection with the performance of its duties hereunder their obligations under the MLSA for Losses which are sustained or from reckless disregard incurred by it reason of its obligations and duties under any action or inaction by the Book-Entry System or any Depository or issuer of securities. In no event shall Custodian or Administrator be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement or except as expressly stated otherwise in the NAV Error PolicyAgreement. 2. The Fund shall (b) Secured Party agrees to indemnify Custodian and Administrator and hold Price Associates each of them harmless from and against any and all lossesLosses sustained or incurred by or asserted against either of them by reason of or as a result of any action or inaction, costs, damages, claims, actions, or arising out of their performance hereunder or under the MLSA (it being understood that any obligation of the Custodian and expensesAdministrator to provide pricing information under the Put Option Agreement is hereby covered pursuant to this paragraph), including reasonable fees and expenses for legal counsel, of counsel incurred by Price Associates resulting from: either of them in a successful defense of claims by Secured Party; provided that the foregoing indemnity shall not apply (i) to any action Losses arising out of the negligence, fraud, bad faith or omission by Price Associates willful misconduct of Custodian or its agents or subcontractors in the performance of their duties hereunder; Administrator, as applicable, (ii) Price Associates acting upon instructions believed to the extent Secured Party is harmed by it Custodian’s or Administrator’s failure to have been executed by a duly authorized officer provide reasonably prompt notice to Secured Party of the Fund; any claim for which indemnification is sought, or (iii) Price Associates acting upon information provided by if Custodian or Administrator make any admission of liability or incur any significant expense after receiving written notice of a claim, or agree to any settlement without the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates prior written consent of Secured Party, which consent shall not be entitled unreasonably withheld. Secured Party may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for any indemnified party to control all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) Secured Party may not agree to any settlement involving any indemnified party that contains any element other than the payment of money and complete indemnification of such indemnification in respect party without the prior written consent of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates the affected person and (ii) Secured Party shall indemnify engage and hold harmless pay the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses of separate counsel for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result interests of such failureparty are in (NY) 07865/007/CUSTODY/talf.custody.agt.doc conflict with those of Secured Party. The party who may This indemnity shall be required a continuing obligation of Secured Party, its successors and assigns, notwithstanding the termination of this Agreement or the MLSA. Without limiting the foregoing, Custodian and Administrator shall be indemnified by Secured Party (to indemnify shall have the option to participate with the party seeking indemnification extent set forth in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims preceding sentence) with respect to which the indemnified party is any action taken in response to any Written Instruction actually received by either of them and reasonably believed to have been duly authorized and delivered by Secured Party. Custodian and Administrator shall be entitled to indemnification pursuant to rely on any representations, statements or information it receives from the parties hereto or their designee, legal counsel and independent accountants in connection with this Agreement are not (collectively, “Statements”) and shall not be deemed to be consequential damagesliable hereunder if Custodian or Administrator relies on Statements provided that such reliance is reasonable.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by the Trust, except those costs, expenses, damages, liabilities or claims arising out of judgment BNY Mellon’s own bad faith, negligence or mistake of law willful misconduct. BNY Mellon’s aggregate liability hereunder shall not exceed the total fees paid to BNY Mellon for the services under this Agreement during the twenty-four (24) month period preceding the event on which such claim is based. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Trust or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with the matters to which this Agreement relatesAgreement, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer even if previously informed of the Fund; or (iii) Price Associates acting upon information provided by possibility of such damages and regardless of the Fund in form of action. BNY Mellon and under policies agreed to by Price Associates and the Fund. Price Associates any BNY Mellon Affiliate shall not be entitled to such indemnification liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, directly resulting from, arising out of, or in respect of connection with its performance hereunder, including its actions or omissions constituting omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of Price Associates, orBNY Mellon subject to the limitation of liability contained above in this Section 7(a). 3. Price Associates (b) The Trust shall indemnify and hold harmless the Fund BNY Mellon and any BNY Mellon Affiliate from and against any and all lossescosts, costsexpenses, damages, claimsliabilities and claims (including claims asserted by the Trust), actions and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, gross negligence, or willful misconduct, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) the Trust’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for the Trust, or arising out of transactions or other activities of the Trust which occurred prior to the commencement of this Agreement; provided, that the Trust shall not indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, including reasonable expenses damages, liabilities or claims for legal counselwhich BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 7(a) or which arises out of BNY Mellon’s bad faith, incurred by the Fund resulting from the gross negligence or willful misconduct misconduct. This indemnity shall be a continuing obligation of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of Trust, its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In successors and assigns, notwithstanding the event either party is unable to perform its obligations under the terms termination of this Agreement because Agreement. Without limiting the generality of acts of Godthe foregoing, strikes or other causes reasonably beyond its control, such party the Trust shall not be liable to the other party for indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, costdamage or expense, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion including counsel fees and other costs and expenses of a defense against any claim for which either party may be required to indemnify or liability, arising from any one or more of the otherfollowing, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that any such claim arises out BNY Mellon’s bad faith, negligence or willful misconduct: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the indemnifying case may be, supplied to BNY Mellon by any third party can demonstrate actual prejudice as a result on behalf of such failurethe Trust or by the Trust; II. The party who may Action or inaction taken or omitted to be required taken by BNY Mellon or any BNY Mellon Affiliate pursuant to indemnify shall have Instructions of the option Trust or otherwise without gross negligence or willful misconduct; III. Any action taken or omitted to participate be taken by BNY Mellon in good faith in accordance with the party seeking indemnification in advice or opinion of counsel for the defense of such claim, or to defend against said claim in its own name or in the name of the other partyTrust; IV. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred Any improper use by the indemnified party arising out Trust or its agents, distributor or Sponsor of third-party claims with respect to which the indemnified party is entitled to indemnification any valuations or computations supplied by BNY Mellon pursuant to this Agreement are not Agreement; V. The method of valuation and shall not be deemed the method of computing the Trust’s net asset value; or VI. Any valuations or net asset value provided by the Trust. (c) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be consequential damagesfrom an Authorized Person, or upon the opinion of legal counsel for the Trust, shall be conclusively presumed to have been taken or omitted in good faith.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in (a) In performing its obligations under this Agreement: 1. Price Associates , BNY Mellon will exercise the standard of care and diligence that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would observe in these affairs and shall exercise reasonable care in rendering act without bad faith, negligence or willful misconduct (the Services described in this Agreement. Price Associates “Standard of Care”), and except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against the Investment Adviser or a Fund, except those costs, expenses, damages, liabilities or claims to the extent arising out of judgment BNY Mellon’s or mistake any BNY Mellon Affiliate’s failure to satisfy the Standard of law Care. For avoidance of doubt, BNY Mellon’s refusal to provide services as described in this Agreement (including in Schedule I), or material failure to perform its obligations undertaken pursuant to this Agreement in a manner that a prudent professional administrator responsible for providing administrative, compliance, valuation and computation services to registered investment companies would perform such obligations, shall be considered a failure to satisfy the Standard of Care. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Investment Adviser, any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with this Agreement, even if previously informed of the matters possibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Investment Adviser or a Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of BNY Mellon’s or any BNY Mellon Affiliate’s failure to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of perform its obligations and duties under this Agreement or except as expressly stated otherwise in accordance with the NAV Error PolicyStandard of Care. 2. The Fund (b) Subject to the limitations on liability and responsibility set forth in this Agreement with respect to the Funds, the Investment Adviser shall indemnify and hold Price Associates harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all lossescosts, costsexpenses, damages, claims, actionsliabilities and claims (including claims asserted by the Investment Adviser), and expensesreasonable attorneys’ and accountants’ fees relating thereto, including reasonable expenses for legal counselwhich are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, incurred by Price Associates resulting from: (i) reason of or as a result of any action or omission by Price Associates not arising out of BNY Mellon’s or its agents or subcontractors in a BNY Mellon Affiliate’s failure to satisfy the performance Standard of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by Care. This indemnity shall be a duly authorized officer continuing obligation of the Investment Adviser, its successors and assigns, notwithstanding the termination of this Agreement with respect to any Fund; or . (iiic) Price Associates acting upon information provided by Subject to the Fund limitations on liability and responsibility set forth in form and under policies agreed this Agreement with respect to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price AssociatesBNY Mellon, or 3. Price Associates BNY Mellon shall indemnify and hold harmless the Fund Investment Adviser and the Funds from and against any and all lossescosts, costsexpenses, damages, claimsliabilities and claims (including claims asserted by BNY Mellon), actions and expensesreasonable attorneys’ fees relating thereto, including reasonable expenses for legal counsel, which are sustained or incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ may be asserted against the Investment Adviser or any Fund, to the extent arising out of BNY Mellon’s or a BNY Mellon Affiliate’s failure to exercise reasonable care in selecting or monitoring satisfy the performance Standard of Care. This indemnity shall be a continuing obligation of BNY Mellon, its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct successors and assigns, notwithstanding the termination of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associatesthis Agreement. 4. In (d) Upon the occurrence of any event either party is unable to perform its obligations arising out of the services provided by BNY Mellon under the terms of this Agreement because of acts of Godthat causes or may cause any cost, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, costexpense, damage, claimliability or claim to or against the Investment Adviser or any Fund, action BNY Mellon shall promptly notify the Investment Adviser of the occurrence of such event and use commercially reasonable efforts to attempt to mitigate the detrimental effects of such event and limit or expense resulting from avoid continuing harm to the Investment Adviser or such failure Fund. Upon the occurrence of any event that causes or may cause any cost, expense, damage, liability or claim to perform or otherwise from against BNY Mellon, the Investment Adviser shall promptly notify BNY Mellon of the occurrence of such causesevent and use commercially reasonable efforts to attempt to mitigate the detrimental effects of such event and limit or avoid continuing harm to BNY Mellon. 5(e) BNY Mellon will maintain, at all times during the term of this Agreement, errors and omissions insurance, fidelity bonds and such other insurance as BNY Mellon may deem appropriate, in each case in a commercially reasonable amount deemed by BNY Mellon to be sufficient to cover its potential liabilities under this Agreement, including without limitation cyber-liability insurance coverage deemed by BNY Mellon to be appropriate. Upon BNY Mellon agrees to provide the Investment Adviser with certificates of insurance and summaries of its applicable insurance coverage, in a format standard for the insurance industry, and agrees to provide updated summaries monthly or as requested by the Investment Adviser. (f) In order that the indemnification provisions contained in this Section 9 shall apply, upon the assertion of a claim for which either party Party may be required to indemnify the other, the party Party seeking indemnification shall promptly notify the other party Party of such assertion, and shall keep the other party Party advised with respect to all material developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party Party who may be required to indemnify shall have the right to control the defense of the claim, and the Party seeking indemnification shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in at its own name or cost and expense. The Party seeking indemnification will cooperate reasonably, at the indemnifying Party’s expense, with the indemnifying Party in the name defense of such claim; provided, however, that the other partyParty seeking indemnification shall not be required to take any action that would impair any claim it may have against the indemnifying Party. The party Party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party Party may be required to indemnify it except with the other partyParty’s prior written consent. 6. Neither party to this Agreement The indemnifying Party shall be liable not settle or compromise any claim or consent to the other party for consequential damages under entry of any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims judgment with respect to which indemnification is being sought hereunder without the indemnified party is entitled to indemnification pursuant to this Agreement are not and prior written consent of the Party seeking indemnification, which consent shall not be deemed to be consequential damagesunreasonably withheld, delayed or conditioned.

Standard of Care; Indemnification. Notwithstanding anything In performing its duties under the Loan Documents, the Administrative Agent will exercise the same degree of care as the Administrative Agent normally exercises in connection with real estate loans in which no syndication or participations are involved, but the Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent’s obligations to any Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the contrary extent not reimbursed under Section 11.5, but without limiting the obligations of any Borrower under Section 11.5) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement: 1. Price Associates Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that any Borrower is obligated to pay under Section 11.5, but excluding, unless a Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except foregoing to the extent that they arise from the indemnifying party can demonstrate actual prejudice as a result Administrative Agent’s breach of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification its standard of care set forth in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision first sentence of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesSection.

Standard of Care; Indemnification. Notwithstanding anything to (a) The Adviser shall expect of the contrary in this Agreement: 1. Price Associates shall exercise reasonable care Subadviser, and the Subadviser will give the Adviser the benefit of, the Subadviser’s best judgment and efforts in rendering the Services described in this Agreementits services hereunder. Price Associates The Subadviser shall not be liable hereunder to the Adviser or the Trust for any error mistake of judgment or mistake of law or for any loss suffered by arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund and or any of its officersthe Fund’s shareholders in the absence of bad faith, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith misfeasance or gross negligence on its part in the performance of its the Subadviser’s duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise by reason of the Subadviser’s reckless disregard of its duties and obligations under this Agreement. The Subadviser acknowledges that the federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the NAV Error PolicyAdviser or the Trust may have under any federal securities laws that cannot be waived. 2. (b) The Fund Subadviser shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses not be liable to the Adviser or the Trust for legal counsel, incurred by Price Associates resulting fromany action taken or failure to act in good faith reliance upon: (i) any action information, instructions or omission by Price Associates requests, whether oral or its agents or subcontractors in written, with respect to the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it Fund made to have been executed the Subadviser by a duly authorized officer of the FundAdviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board. (c) The Subadviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Subadviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (d) The parties hereto acknowledge and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken by the Subadviser under this Agreement and as to the rights and privileges to which the Adviser is entitled pursuant to this Agreement, and that the Trust is entitled to all of the rights and privileges associated with such third-party-beneficiary status. (e) The Subadviser shall indemnify the Trust, the Adviser and each of their respective trustees, members, officers, employees and agents, and each person, if any, who controls the Trust or the Adviser within the meaning of Section 15 of the Securities Act, against, and hold them harmless from, any and all losses, claims, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) (collectively, “Losses”), howsoever arising, but only insofar as such Losses (or actions with respect thereto) arise out of or are based upon (i) the failure of the Subadviser to comply with applicable law or a registration requirement pursuant to applicable law; (ii) any actual or alleged material misstatement or omission in the Registration Statement, the Prospectus or any communication to current or prospective investors in the Trust relating to disclosure about the Subadviser or the Trust provided in writing to the Adviser or the Trust by the Subadviser for inclusion in such documents; or (iii) Price Associates acting upon information provided bad faith, willful misfeasance or gross negligence by the Fund Subadviser in form the performance of the Subadviser’s duties or obligations under this Agreement or by reason of the Subadviser’s reckless disregard of its duties and obligations under this Agreement; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such person against any liability to which such person would otherwise be subject by reason of his, her or its own willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations or duties to the Trust. (f) The Adviser shall indemnify the Subadviser and each of its members, officers, employees and agents, and each person, if any, who controls the Subadviser within the meaning of Section 15 of the Securities Act, against, and hold them harmless from, any and all Losses, howsoever arising, but only insofar as such Losses (or actions with respect thereto) arise out of or are based upon (i) the failure of the Trust or the Adviser to comply with applicable law or a registration requirement pursuant to applicable law; (ii) any actual or alleged material misstatement or omission in the Registration Statement, the Prospectus or any communication to current or prospective investors in the Trust (other than a misstatement or omission relating to disclosure about the Subadviser or the Trust provided in writing to the Adviser or the Trust by the Subadviser for inclusion in such documents); or (iii) bad faith, willful misfeasance or gross negligence by the Adviser in the performance of the Adviser’s duties or obligations under this Agreement or its duties or obligations to the Trust, or by reason of the Adviser’s reckless disregard of such duties or obligations; provided, however, that in no case is the Adviser’s indemnity in favor of any person deemed to protect such person against any liability to which such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement. (g) Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit or other proceeding (each a “Proceeding”) by a party seeking to be indemnified under this section (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under this section (the “Indemnifying Party”) notify the Indemnifying Party in writing of the commencement of such Proceeding. To the extent that the Indemnifying Party has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Indemnified Party. To the extent that an Indemnified Party has a contractual right to recover any Losses from any source other than the Indemnifying Party, including insurance policies agreed to by Price Associates and and/or indemnification rights arising under any other agreement (excluding any indemnification right from the Fund. Price Associates Trust), such Indemnified Party shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement hereunder except to the extent that the indemnifying party can demonstrate actual prejudice as it has made a result of good faith effort to recover from all other available sources, and it has made a reasonable determination that recoveries from such failureother sources will be insufficient. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement No Indemnifying Party shall be liable to the other party under this section for consequential damages under any provision settlement of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims Proceeding effected without its consent with respect to which the indemnified party is entitled to indemnity may be sought hereunder. (h) The rights of indemnification pursuant to provided in this Agreement are not and section shall not be deemed exclusive of or affect any other rights to which any person may be consequential damagesentitled by contract or otherwise by law.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BGI owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BGI shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BGI’s material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BGI’s negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Company nor BGI shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Company on behalf of each Fund shall agrees to indemnify BGI and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BGI may sustain or incur or which may be asserted against BGI by reason of or as a result of any action taken or omitted by BGI in connection with or arising out of BGI’s operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BGI’s negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BGI to be genuine or bearing the signature of a person or persons reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BGI shall indemnify and hold harmless the Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and their agents and Barclays Global Fund Advisors from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims (“Loss”) to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BGI, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractorssubcustodians in connection with the Securities lending activities undertaken pursuant to this Agreement, provided that BGI’s indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BGI. The Fund shall and/or Company may obtain indemnification against losses due to a Borrower default from a third party, including from an affiliate of BGI. BGI is not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide any such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentarrangement. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything (a) The Custodian shall be responsible for the performance of only such duties as are set forth in this Agreement or contained in Authorized Instructions given to the Custodian which are not contrary in this Agreement: 1to the provisions of any relevant law or regulation. Price Associates The Custodian shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to the Client for any error of judgment loss, liability or mistake of law or for any loss suffered expense incurred by the Fund and any of its officers, directors, employees, successors and permitted assigns Client's Index Series in connection with the matters to which this Agreement relatesto the extent that any such loss, except a loss resulting from Price Associates’ willful misfeasance, bad faith liability or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting expense results from the negligence or willful misconduct of Price Associates the Custodian or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring any Subcustodian. (b) The Client acknowledges that the performance of its agents or subcontractorsProperty may be physically held outside the United States. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party Custodian shall not be liable to the other party for any loss, cost, damage, claim, action liability or expense resulting from such failure to perform events beyond the reasonable control of the Custodian, including, but not limited to, FORCE MAJEURE, provided the Custodian or Subcustodian has otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of fulfilled its obligations to indemnify under this Agreement except to and has acted in accordance with the extent that standard of care set forth in this Section 15. (c) In addition, the indemnifying party can demonstrate actual prejudice Client shall indemnify the Custodian and Subcustodians and any nominee for such persons, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred in connection with this Agreement, including without limitation, (i) as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, Custodian having acted or to defend against said claim in its own name relied upon any Authorized Instructions or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party (ii) arising out of third-party claims with respect to which any such person acting as a nominee or holder of record of Securities, provided the indemnified party is entitled to indemnification pursuant to Custodian or Subcustodian has otherwise fulfilled its obligations under this Agreement are not and shall not be deemed to be consequential damageshas acted in accordance with the standard of care set forth in this Section 15.

Standard of Care; Indemnification. Notwithstanding anything to the contrary contained in the Loan Documents or this Agreement: 1Article VIII, in performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with real estate loans that it syndicates and administers, but Administrative Agent shall have no further responsibility to any Lender or the L/C Issuer except for its own gross negligence or willful misconduct which results in actual loss to such Lender or the L/C Issuer, and, except to such extent, Administrative Agent shall have no responsibility to any Lender or the L/C Issuer. Price Associates The Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 10.03, but without limiting the obligations of Borrower under Section 10.03 ratably, in accordance with their respective Applicable Percentages, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including any of the foregoing that arise from any claims or assertions of any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 10.03, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents or any action taken or omitted by Administrative Agent under the Loan Documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by foregoing to the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting extent they arise from Administrative Agent’s gross negligence or willful misconduct as determined by a court of Price Associatescompetent jurisdiction in a final, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim non-appealable judgment provided, however, that any failure by no action taken in accordance with the indemnified party directions of the Required Lenders (or, where applicable, Required Revolving Lenders or Required Term Lenders) shall be deemed to provide such notice shall not relieve constitute gross negligence or willful misconduct for purposes of this Section 8.06. Without limiting the indemnifying party generality of its obligations the foregoing, each Lender agrees to indemnify under this Agreement except reimburse Administrative Agent (to the extent that not reimbursed by Borrower and without limiting the indemnifying party can demonstrate actual prejudice obligation of Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to Administrative Agent) incurred by Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by Administrative Agent to enforce the terms of the Loan Documents and/or collect any obligation of Borrower hereunder, any “lender liability” suit or claim brought against Administrative Agent and/or the Lenders and/or the L/C Issuer, and any claim or suit brought against Administrative Agent and/or the Lenders and/or the L/C Issuer arising under any Environmental Laws as a result of such failurethis Agreement or any other Loan Documents. The party who may Such out-of-pocket expenses (including counsel fees) shall be required to indemnify shall have advanced by the option to participate with Lenders on the party seeking indemnification in the defense request of such claimAdministrative Agent, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess notwithstanding any claim or make any compromise assertion that Administrative Agent is not entitled to indemnification hereunder, upon receipt of an undertaking by Administrative Agent that Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that Administrative Agent is not so entitled to indemnification. The agreements in any case in which this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other party may be required to indemnify it except with Loan Documents and the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision termination of this Agreement; provided that . If Borrower shall reimburse Administrative Agent for any of the parties acknowledge that foregoing amounts following payment by any and all liabilities incurred by the indemnified party arising out Lender to Administrative Agent in respect of third-party claims with respect to which the indemnified party is entitled to indemnification such amount pursuant to this Agreement are not and Section 8.06, then Administrative Agent shall not be deemed to be consequential damagesshare such reimbursement on a ratable basis with each Lender making any such payment in accordance with each such Lender’s respective Applicable Percentage.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BGI owes no fiduciary duty to the contrary in this Agreement: 1Lender. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BGI shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Lender, except to the extent those costs, expenses, damages, liabilities or claims result from BGI’s material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BGI’s negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Client nor BGI shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2(b) The Client on behalf of each Lender agrees to indemnify BGI and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which BGI may sustain or incur or which may be asserted against BGI by reason of or as a result of any action taken or omitted by BGI in connection with or arising out of BGI’s operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of BGI’s negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. The Fund Actions taken or omitted in reasonable reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith. (c) BGI shall indemnify and hold Price Associates harmless each client, Lender, its Board of Trustees and its agents and Barclays Global Fund Advisors from any and against all lossesloss, liability, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: claims (i‘loss”) to the extent that any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer such Loss arises out of the Fund; material breach of this Agreement by or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions negligent acts or omissions constituting negligence or willful misconduct of Price AssociatesBGI, or 3. Price Associates shall indemnify and hold harmless the Fund from all lossesits officers, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence directors or willful misconduct of Price Associates employees or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the securities lending activities undertaken pursuant to such this Agreement, provided that BGI’s indemnification obligation with respect to actions the acts or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party subcustodians shall not be liable to exceed the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure provided by the indemnified applicable subcustodian to BGI. The Lender and/or client may obtain indemnification against losses due to a borrower default from a third party, including from an affiliate of BGI. BGI is not a party to provide any such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentarrangement. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything (a) The Seller agrees to indemnify and hold harmless the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering Custodian and each of the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officersCustodian’s parent, affiliates, subsidiaries, directors, employeesofficers, successors employees and permitted assigns agents against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and expenses, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them under this Custodial Agreement or any related document or agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against Custodian solely as a result of the material breach by Custodian of its obligations hereunder, which breach was caused by negligence, bad faith, or willful misconduct on the part of the Custodian. The foregoing indemnification shall survive the termination or transfer of this Custodial Agreement, and the resignation or removal of the Custodian. (b) The Custodian shall indemnify and hold harmless the Seller, the Depositor and the Trustee and each of their directors, officers, employees and agents from and against any and all losses, liabilities, obligations, damages, penalties, actions, judgments, suits, claims, costs, expenses (including attorneys’ fees and related expenses), disbursements or any and all other costs and expenses of any kind or nature whatsoever that may be incurred in connection with with, or arising out of, the matters to which this Agreement relates, except a loss resulting from Price Associates’ Custodian’s willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from by reason of its reckless disregard by it of for its obligations and duties under hereunder, including but not limited to its failure to produce (or provide evidence of delivery of), upon any request hereunder, any Mortgage Note or other document or instrument comprising a Mortgage File after the Custodian has certified that such document or instrument was in its possession pursuant to the terms hereof. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement or Custodial Agreement, except as expressly stated otherwise set forth above. In no event shall the Custodian or its directors, officers, agents or employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or any of them hereunder or in connection herewith even if advised of the NAV Error Policypossibility of such damages. This indemnification provided in this Section 4.4(b) shall survive the termination of this Custodial Agreement and the resignation or removal of the Custodian hereunder. 2. The Fund (c) No provision of this Custodial Agreement shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expensesrequire the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Custodial Agreement, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (ibut not limited to Section 4.4(b) any action or omission by Price Associates or its agents or subcontractors hereof) in the performance of their its duties hereunder; (ii) Price Associates acting upon instructions believed by under this Custodial Agreement if it to shall have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses grounds for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct believing that repayment of such Fund funds or its agents or subcontractors; unless such negligence or misconduct adequate indemnity is attributable not reasonably assured to Price Associatesit. 4. In (d) If the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required Seller fails to indemnify the otherCustodian as required in this Section 4.4, the party seeking indemnification Trust Fund shall promptly notify indemnify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify Custodian as required under this Agreement except Section 4.4, subject to the extent that limitation on reimbursements described in clause (B) of the indemnifying party can demonstrate actual prejudice as a result definition of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification Available Distribution Amount in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentPooling and Servicing Agreement. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything (a) Except as otherwise provided herein and subject always to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates Section 0(x), XXX Xxxxxx and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees related thereto, “Losses”) incurred by or asserted against MICM or a Fund, except those costs, expenses, damages, liabilities or claims arising out of judgment BNY Mellon’s own negligence, bad faith, willful misconduct or mistake reckless disregard of law its duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to MICM, any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with this Agreement, even if previously informed of the matters to which this Agreement relatespossibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, except damage or expense, including reasonable counsel fees and other costs and expenses of a loss defense against any claim or liability, resulting from Price Associates’ willful misfeasancefrom, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by MICM or the Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the negligence, bad faith or negligence on willful misconduct of BNY Mellon or its part in the performance reckless disregard of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policyhereunder. 2. The (b) MICM and each Fund shall indemnify and hold Price Associates harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all Losses (including those arising from claims asserted by MICM or the Trust on behalf of a Fund), which are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, by reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without negligence, bad faith, willful misconduct, reckless disregard of its obligations under this Agreement or in breach of its representations and warranties hereunder, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such Fund’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions by an Authorized Person, or (iv) any opinion of legal counsel for such Fund or BNY Mellon, or arising out of transactions or other activities of such Fund which occurred prior to the commencement of this Agreement; provided, that neither MICM nor any Fund shall indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 9(a). In no event shall MICM or any Fund be liable to BNY Mellon or any BNY Mellon Affiliate or any third party for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. This indemnity shall be a continuing obligation of MICM and each Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, MICM and each Fund shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including reasonable counsel fees and other reasonable costs and expenses of a defense against any claim or liability, arising from any one or more of the following: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of a Fund; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the MICM or a Fund or otherwise without gross negligence or willful misconduct; III. Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for MICM or the Trust or its own counsel; IV. Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement; V. The method of valuation of the securities and the method of computing each Fund’s net asset value as instructed by the Trust, directly or by way of its Offering Materials; or VI. Any valuations of securities, other assets, or the net asset value provided by MICM or a Fund. (c) Actions taken or omitted in reasonable reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be from an Authorized Person shall be conclusively presumed to have been taken or omitted in good faith. (d) Subject always to Section 0(x), XXX Xxxxxx agrees to indemnify MICM and the Funds and hold the Funds harmless from and against any and all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, Losses sustained or incurred by Price Associates resulting from: (i) any action or omission asserted against MICM or the Funds and determined by Price Associates or its agents or subcontractors in the performance an arbiter of their duties hereunder; (ii) Price Associates acting upon instructions believed by it appropriate jurisdiction to have been executed by be a duly authorized officer direct result of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or BNY Mellon’s negligence, bad faith, willful misconduct or reckless disregard of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under this Agreement; provided however, that BNY Mellon shall not indemnify MICM or the terms Funds for those Losses arising out of MICM’s or the Funds’ own negligence, bad faith, willful misconduct or reckless disregard of its obligations hereunder. This indemnity shall be a continuing obligation of BNY Mellon, its successors and assigns, notwithstanding the termination of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causesAgreement. 5. Upon (e) In order that the indemnification provisions contained in this Section 9 shall apply, upon the assertion of a claim for which either one party may be required to indemnify the otherother party, the indemnified party seeking indemnification shall promptly notify the other indemnifying party of such assertion, and shall keep the other indemnifying party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the claim. The indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the indemnified party seeking indemnification in the defense of such claim, claim or to defend against said claim in its own name or in the name of the other indemnified party. The indemnified party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other indemnifying party may be required to indemnify it the indemnified party except with the other indemnifying party’s prior written consent. In no event will a party be liable for any settlement of any action or claim effected without its prior written consent. 6. Neither party to this Agreement shall be liable (f) BNY Mellon’s cumulative aggregate liability to the Trust, the Funds, MCIM or any other party person for consequential all losses, claims, suits, controversies, breaches or damages under for any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party cause whatsoever (including but not limited to those arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant or related to this Agreement are not Agreement) and regardless of the form of action or legal theory shall not be deemed exceed the lesser of $4,000,000 or the fees received by BNY Mellon for services provided hereunder during the 24 months immediately prior to be consequential damagesthe date of such loss or damage. No party may assert a cause of action against BNY Mellon or any BNY Mellon Affiliate that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BGI owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BGI shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BGI's material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BGI's negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Trust nor BGI shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Trust on behalf of each Fund shall agrees to indemnify BGI and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BGI may sustain or incur or which may be asserted against BGI by reason of or as a result of any action taken or omitted by BGI in connection with or arising out of BGI's operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BGI's negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BGI to be genuine or bearing the signature of a person or persons reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BGI shall indemnify and hold harmless the Trust and each Fund, its Board of Trustees and its agents, Barclays Global Fund Advisors and any investment adviser for the Funds from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims ("Loss") to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BGI, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractorssubcustodians in connection with the Securities lending activities undertaken pursuant to this Agreement, provided that BGI's indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to BGI. The Fund shall and/or Trust may obtain indemnification against losses due to a Borrower default from a third party, including from an affiliate of BGI. BGI is not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide any such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentarrangement. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates (a) BNY shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates have no responsibility and shall not be liable for any error loss or damage unless such loss or damage is caused by its own negligence or willful misconduct or that of judgment its employees, or mistake its breach of law or for any loss suffered by the Fund and any of its officersrepresentations. Except for the Trust's obligation to indemnify BNY for Losses as set forth in Section 8(b) hereof, directorsincluding Losses constituting special, employeesindirect or consequential damages to third parties, successors neither BNY nor the Trust shall otherwise be liable for special, indirect or consequential damages regardless of the form of action and permitted assigns in connection with even if the matters to which this Agreement relatessame were foreseeable, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part that BNY shall be liable for reasonable counsel fees as provided in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error PolicySection 8(c) hereof. 2. The Fund (b) BNY shall not be responsible for, and the Trust shall indemnify and hold Price Associates BNY harmless from and against against, any and all losses, damages, costs, damagescharges, claimsreasonable counsel fees, actionspayments, expenses and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: liability ("Losses") arising out of or attributable to: (i) The Trust's negligence or willful misconduct; (ii) The breach of any action representation or omission warranty of the Trust hereunder; (iii) The conclusive reliance on or use by Price Associates BNY or its agents or subcontractors in the performance of their duties hereunder; information, records, documents or services which (iiA) Price Associates acting upon instructions believed are received by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund BNY or its agents or subcontractors, and (B) have been prepared, maintained or performed by the Trust or any other person or firm on behalf of the Trust including but not limited to any previous transfer agent or registrar; (iv) The conclusive reliance on, or the carrying out by BNY or its agents or subcontractors of any instructions or requests of the Trust on behalf of the Trust; unless and (v) The offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such negligence Shares be registered in such state or misconduct is attributable in violation of any stop order or other determination or ruling by any federal agency or any state with respect to Price Associatesthe offer or sale of such Shares in such state. 4(vi) BNY shall promptly give notice of any claim, but a delay in giving notice shall not affect the BNY's right to indemnification. BNY agrees to keep the Trust informed of the status of, and material developments in, any lawsuit, litigation or other proceeding relating to such claim, and its counsel shall discuss its response, defense and legal action with respect to any claim with the Trust's counsel but BNY's counsel shall control any response, defense, or legal action, including any settlement, without the consent or approval of the Trust's counsel and even if the Trust's counsel disagrees. In the event either party BNY enters any settlement for an amount which is unable to perform its obligations under not reasonable, the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party Trust shall not be liable for, and its indemnity to BNY shall not include, the other party for difference between the dollar amount of BNY's settlement and the highest dollar amount of a settlement which would have been reasonable. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. (c) The Trust shall not be responsible for, and BNY shall indemnify and hold the Trust harmless from and against, any loss, cost, damage, and all Losses (including reasonable counsel fees) arising out of or attributable to: (i) BNY's negligence or willful misconduct; and (ii) The breach of any representation or warranty of BNY hereunder. (iii) The Trust shall promptly give notice of any claim, action or expense resulting from such failure but a delay in giving notice shall not affect the Trust's right to perform or otherwise from such causes. 5indemnification. Upon The Trust agrees to keep the assertion Bank informed of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertionstatus of, and material developments in, any lawsuit, litigation or other proceeding relating to such claim, and its counsel shall keep the other party advised discuss its response, defense and legal action with respect to all developments concerning such any claim providedwith BNY's counsel, howeverbut the Trust's counsel shall control any response, that defense, or legal action, including any failure by settlement, without the indemnified party to provide such notice consent or approval of the Bank's counsel and even if the Bank's counsel disagrees. In the event the Trust enters any settlement for an amount which is not reasonable, the Bank shall not relieve the indemnifying party of be liable for, and its obligations to indemnify under this Agreement except indemnity to the extent that Trust shall not include, the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have difference between the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name dollar amount of the other partyTrust's settlement and the highest dollar amount of a settlement which would have been reasonable. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement This indemnity shall be liable to a continuing obligation of BNY, its successors and assigns, notwithstanding the other party for consequential damages under any provision termination of this Agreement. (d) Notwithstanding any other provision contained in this Agreement, BNY shall have no duty or obligation with respect to, including, without limitation, any duty or obligation to determine, or advise or notify the Trust of: (a) the taxable nature of any distribution or amount received or deemed received by, or payable to the Trust; provided that (b) the parties acknowledge that taxable nature or effect on the Trust or its shareholders of any and all liabilities incurred corporate actions, class actions, tax reclaims, tax refunds, or similar events; (c) the taxable nature or taxable amount of any distribution or dividend paid, payable or deemed paid, by the indemnified party arising out Trust to its shareholders; or (d) the effect under any federal, state, or foreign income tax laws of third-party claims the Trust making or not making any distribution or dividend payment, or any election with respect to which thereto. (e) The terms of this Section 8 shall survive the indemnified party is entitled to indemnification pursuant to termination of this Agreement are not and shall not be deemed to be consequential damagesAgreement.

Standard of Care; Indemnification. Notwithstanding anything (1) Agent will at all times exercise due diligence and good faith in performing its duties hereunder. Agent will make every reasonable effort and take all reasonably available measures to assure the contrary adequacy of its personnel, facilities and equipment as well as the accurate performance of all services to be performed by it hereunder within, at a minimum, the time requirements of any applicable statutes, rules or regulations and in this Agreement: 1. Price Associates shall exercise reasonable care conformity with Trust's Declaration of Trust and representations made in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered Trust's current registration statement as filed with the Securities and Exchange Commission and provided to Agent by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in Trust. (2) Agent shall be responsible for the performance of its only such duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2are set forth herein. The Fund Agent shall indemnify and hold Price Associates harmless from and against all have no liability for any losses, costs, damages, claims, actions, damages and expenses, including reasonable expenses for legal counsel, (i) resulting from the performance or nonperformance of its duties hereunder, except to the extent caused by, or resulting from, the negligence or willful misconduct of Agent, its officers or employees, (ii) for any delay, error or omission by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties (except with respect to Agent's employees), fire, material mechanical breakdown beyond its control, flood or catastrophe, acts of God, insurrection, war, riots or failure beyond its control of transportation, communication or power supply; or (iii) for any action taken or omitted to be taken by Agent in good faith in reliance on the accuracy of any information provided to it by the Trust or its trustees or officers or in reliance on advice of outside counsel for the Trust or advice of any independent accountant or expert employed by the Trust with respect to the preparation and filing of any document with a governmental agency or authority. In any event, agent's liability shall be limited to its total annual compensation earned and fees paid during the preceding twelve months for any liability suffered by the trust including, but not limited to, any liability relating to qualification of the trust as a regulated investment company or any liability relating to the trust's compliance with any with any federal or state tax or securities statute, regulation or ruling. (3) The Trust shall indemnify and hold the Agent harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by Price Associates Agent resulting from: (i) from any claim, demand, action or suit in connection with the Agent's acceptance of this Agreement, any action or omission by Price Associates or its agents or subcontractors it in the performance of their its duties hereunder; (ii) Price Associates , any action taken or omitted by it without negligence and in good faith in reliance upon any instructions from the Trust, its counsel, Trust's counsel or outside auditors, or as a result of acting upon any instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; Trust provided that this indemnification shall not apply to actions or omissions of the Agent, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (iii4) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates The Trust shall not be entitled responsible for, and Agent agrees to such indemnification in respect indemnify the Trust for, any losses, damages or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit arising out of actions Agent's failure to comply with the terms of this Agreement or omissions constituting which arises out of Agent's failure to exercise good faith or due diligence or arising out of the gross negligence or willful misconduct of Price AssociatesAgent or its agents; provided that such negligence and misconduct is not attributable to the Trust, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. contractors. (5) The Fund shall not Trust will be entitled to such participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4provided above. In the event either party is unable the Trust elects to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in assume the defense of any such claimsuit and retain such counsel, the Agent or to defend against said claim in any of its own name affiliated persons named as defendant or defendants in the name suit may retain additional counsel but shall bear the fees and expenses of such counsel unless the other party. The party seeking indemnification Trust shall in no case confess any claim or make any compromise in any case in which have specifically authorized the other party may be required to indemnify it except with the other party’s prior written consentretaining of such counsel. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Fund, except those costs, expenses, damages, liabilities or claims arising out of judgment BNY Mellon’s own bad faith, gross negligence, willful misconduct or mistake reckless disregard of law its duties hereunder. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to the Administrator, any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with this Agreement, even if previously informed of the matters to which this Agreement relatespossibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, except damage or expense, including counsel fees and other costs and expenses of a loss defense against any claim or liability, resulting from Price Associates’ from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Administrator or the Fund, or for delays caused by circumstances beyond BNY Mellon’s control, unless such loss, damage or expense arises out of the bad faith, gross negligence, willful misfeasance, bad faith misconduct or negligence on its part in the performance reckless disregard of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error PolicyBNY Mellon. 2. (b) The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates Administrator shall indemnify and hold harmless the Fund BNY Mellon and any BNY Mellon Affiliate from and against any and all lossescosts, costsexpenses, damages, claims, actions liabilities and expenses, claims (including reasonable expenses for legal counsel, incurred claims asserted by the Fund resulting from the negligence Administrator or willful misconduct of Price Associates a Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which are sustained or incurred or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the otherasserted against BNY Mellon or any BNY Mellon Affiliate, the party seeking indemnification shall promptly notify the other party by reason of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without bad faith, gross negligence, or willful misconduct or reckless disregard of its duties hereunder, or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense Fund’s Offering Materials or Documents (excluding information provided by BNY Mellon), (iii) any Instructions, or (iv) any opinion of legal counsel for such Fund, or arising out of transactions or other activities of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in Fund which the other party may be required to indemnify it except with the other party’s occurred prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision commencement of this Agreement; provided provided, that no Fund shall indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the parties acknowledge that preceding sub-section 10(a). This indemnity shall be a continuing obligation of each Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Administrator shall indemnify BNY Mellon and any BNY Mellon Affiliate against and all liabilities incurred save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party or by or on behalf of the Administrator or a Fund; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Administrator or otherwise without bad faith, gross negligence, willful misconduct or reckless disregard of its duties hereunder; III. Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for a Fund; IV. Any improper use by the indemnified party arising out Administrator or a Fund or its agents, distributor or investment advisor of third-party claims with respect to which the indemnified party is entitled to indemnification any valuations or computations supplied by BNY Mellon pursuant to this Agreement are not Agreement; V. The method of valuation of the Fund’s portfolio securities and shall not be deemed the method of computing each Series’ net asset value as provided to be consequential damagesBNY Mellon by the Administrator; or VI. Any valuations of securities, other assets, or the net asset value provided by the Administrator or a Fund.

Standard of Care; Indemnification. Notwithstanding anything In performing its duties under the Loan Documents and the Environmental Indemnity Agreement, Administrative Agent will exercise the same degree of care as Administrative Agent normally exercises in connection with similar loans held for its own account, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender for the failure by Administrative Agent to comply with any of Administrative Agent’s obligations to Borrowers under the Loan Documents, the Environmental Indemnity Agreement or otherwise. Lenders agree to indemnify Administrative Agent (to the contrary extent not reimbursed under Sections 11.5 or 11.11, but without limiting the obligations of Borrowers under Sections 11.5 or 11.11) ratably in accordance with each Lender’s Pro Rata Share, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement: 1. Price Associates Agreement or any other Loan Document, the Environmental Indemnity Agreement or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including the costs and expenses that Borrowers are obligated to pay under Section 11.11, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except foregoing to the extent that the indemnifying party can demonstrate actual prejudice as a result they arise from Administrative Agent’s breach of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification its standard of care set forth in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision first sentence of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesSection.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BGI owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BGI shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BGI's material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BGI's negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Company nor BGI shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Company on behalf of each Fund shall agrees to indemnify BGI and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BGI may sustain or incur or which may be asserted against BGI by reason of or as a result of any action taken or omitted by BGI in connection with or arising out of BGI's operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BGI's negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BGI to be genuine or bearing the signature of a person or persons reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BGI shall indemnify and hold harmless the Fund Company and each Fund, its Board of Trustees or Board of Directors (as applicable) and its agents, BGFA and any investment adviser for the Funds from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims ("Loss") to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BGI, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the Securities lending activities undertaken pursuant to such this Agreement, provided that BGI's indemnification obligation with respect to actions the acts or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable subcustodians shall not exceed the indemnification provided by the applicable subcustodian to Price AssociatesBGI. 4. In (d) BGI has obtained a Guaranty and Indemnity dated February 15, 2003 from Barclays Bank PLC, in favor of the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5Funds. Upon the assertion termination of that guaranty, BGI shall obtain, and bear the costs of obtaining, a claim for which either party may be required to indemnify the otherguaranty from Barclays Bank PLC or another entity, the party seeking indemnification shall promptly notify the other party creditworthiness of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except which is reasonably satisfactory to the extent that the indemnifying party can demonstrate actual prejudice Board of Trustees or Board of Directors (as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name applicable) of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Company, pursuant to which the indemnified guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the existing Guarantee and Indemnity by Barclays Bank PLC. The Funds and/or Company, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BGI is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa party.

Standard of Care; Indemnification. Notwithstanding anything (a) It is expressly understood and agreed that in exercising its rights and performing its obligations hereunder, BGI owes no fiduciary duty to the contrary in this Agreement: 1Fund. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates BGI shall not be liable for any error of judgment costs, expenses, damages, liabilities or mistake of law or for any loss suffered claims (including reasonable attorneys and accountants fees) incurred by the Fund and any Fund, except to the extent those costs, expenses, damages, liabilities or claims result from BGI's material breach of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesor BGI's negligence, except a loss resulting from Price Associates’ willful misfeasancemisconduct, bad faith faith, or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder. Neither the Trust nor BGI shall have any obligation hereunder for costs, expenses, damages, liabilities or claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any action or inaction by the Book-Entry System or any Depository or their respective successors or nominees. In no event shall either party be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement or except as expressly stated otherwise in Agreement, even if previously informed of the NAV Error Policypossibility of such damages. 2. (b) The Trust on behalf of each Fund shall agrees to indemnify BGI and to hold Price Associates it harmless from and against any and all lossescosts, costsexpenses, damages, claimsliabilities or claims (including reasonable fees and expenses of counsel) which BGI may sustain or incur or which may be asserted against BGI by reason of or as a result of any action taken or omitted by BGI in connection with or arising out of BGI's operating under and in compliance with this Agreement, actionsexcept those costs, and expenses, including reasonable expenses for legal counseldamages, incurred by Price Associates resulting from: (i) any action liabilities or omission by Price Associates claims arising out of BGI's negligence, bad faith, willful misconduct, or reckless disregard of its agents or subcontractors in the performance of their obligations and duties hereunder; (ii) Price Associates acting . Actions taken or omitted in reasonable reliance upon instructions Oral Instructions or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by it BGI to be genuine or bearing the signature of a person or persons reasonably believed by BGI to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been executed by a duly authorized officer of the Fund; taken or omitted in good faith. (iiic) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates BGI shall indemnify and hold harmless the Trust and each Fund, its Board of Trustees and its agents, Barclays Global Fund Advisors and any investment adviser for the Funds from any and all lossesloss, liability, costs, damages, claimsactions, actions and expensesclaims ("Loss") to the extent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence bad faith or willful misconduct of Price Associates BGI, its officers, directors or which result from Price Associates’ failure to exercise reasonable care in selecting employees or monitoring the performance any of its agents or subcontractors. The Fund shall not be entitled subcustodians in connection with the Securities lending activities undertaken pursuant to such this Agreement, provided that BGI's indemnification obligation with respect to actions the acts or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable subcustodians shall not exceed the indemnification provided by the applicable subcustodian to Price AssociatesBGI. 4. In (d) BGI shall obtain, and bear the event either party costs of obtaining, a guaranty from Barclays Bank PLC or another entity, the creditworthiness of which is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable satisfactory to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion Board of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name Trustees of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect Trust, pursuant to which the indemnified guarantor will indemnify the Funds for losses due to a Borrower default on terms that are consistent in all material respects with the Guarantee and Indemnity by Barclays Bank PLC, dated February 15, 2003, in favor of the Funds. The Funds and/or Trust, at their expense, may obtain further indemnification against losses due to a Borrower default from a third party to which BGI is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesa party.

Standard of Care; Indemnification. Notwithstanding anything In performing its duties under the Loan Documents, the Administrative Agent will exercise the same degree of care as GECC normally exercises in connection with real estate loans in which no syndication or participations are involved, but the Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent's obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the contrary extent not reimbursed under Section 11.5, but without limiting the obligations of Borrower under Section 11.5) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement: 1. Price Associates Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 11.5, but excluding, unless a Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except foregoing to the extent that they arise from the indemnifying party can demonstrate actual prejudice as a result Administrative Agent's breach of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification its standard of care set forth in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision first sentence of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesSection.

Standard of Care; Indemnification. Notwithstanding anything In performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with real estate loans that it syndicates and administers and holds for its own account, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender for the failure by Administrative Agent to comply with any of Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. Subject to the contrary terms of any separate agreement among Administrative Agent and the Lenders, the Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 12.5, but without limiting the obligations of Borrower under Section 12.5) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses (other than losses due to Borrower’s failure to pay any interest, principal and fees payable by Borrower under the Loan Documents), damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement: 1. Price Associates Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 12.5, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except foregoing to the extent that the indemnifying party can demonstrate actual prejudice as a result they arise from Administrative Agent’s breach of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification its standard of care set forth in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision first sentence of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesSection.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates (a) Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including attorneys’ and accountants’ fees) incurred by or asserted against a Fund, except those costs, expenses, damages, liabilities, or claims arising out of judgment BNY Mellon’s own bad faith, gross negligence or mistake willful misconduct, or BNY Mellon’s reckless disregard of law its duties hereunder. In no event shall BNY Mellon, any BNY Mellon Affiliate, or a Fund be liable to any party, including, but not limited to, any third party, for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with this Agreement, even if previously informed of the matters to which this Agreement relatespossibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any loss, except damage or expense, including reasonable counsel fees and other costs and expenses of a loss defense against any claim or liability, resulting from Price Associates’ willful misfeasancefrom, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the gross negligence, bad faith faith, or negligence on willful misconduct of BNY Mellon or its part in the performance reckless disregard of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policyhereunder. 2. The (b) Each Fund shall indemnify and hold Price Associates harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all lossescosts, costsexpenses, damages, claims, actionsliabilities and claims (including claims asserted by a Fund), and expensesreasonable attorneys’ and accountants’ fees relating thereto, including reasonable expenses for legal counselwhich are sustained or incurred or which may be asserted against BNY Mellon or any BNY Mellon Affiliate, incurred by Price Associates resulting from: reason of or as a result of any action taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate without negligence, bad faith, willful misconduct, or reckless disregard of its duties hereunder, or in reliance upon (i) any action law, act, regulation or omission by Price Associates interpretation of the same even though the same may thereafter have been altered, changed, amended or its agents or subcontractors in the performance of their duties hereunder; repealed, (ii) Price Associates acting upon instructions believed such Fund’s Offering Materials or Documents (excluding information provided by it to have been executed by a duly authorized officer of the Fund; or BNY Mellon), (iii) Price Associates acting upon information provided by the any Instructions, or (iv) any opinion of legal counsel for such Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect or BNY Mellon, or arising out of actions transactions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct other activities of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable which occurred prior to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision commencement of this Agreement; provided, that no Fund shall indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding sub-section 10(a). This indemnity shall be a continuing obligation of each Fund, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, and provided that BNY Mellon has acted in a commercially reasonable manner, each Fund shall indemnify BNY Mellon and any BNY Mellon Affiliate against and hold BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including reasonable counsel fees and other reasonable costs and expenses of a defense against any claim or liability, arising from any one or more of the parties acknowledge that following: I. Errors in records or instructions, explanations, information, specifications or documentation of any and all liabilities incurred kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of a Fund; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the indemnified party arising out Fund or otherwise without gross negligence, willful misconduct or BNY Mellon’s reckless disregard of third-party claims its duties hereunder; III. Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with respect to which the indemnified party is entitled to indemnification advice or opinion of counsel for a Fund or its own counsel; IV. Any improper use by a Fund or its agents, distributor or investment advisor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement are not Agreement; V. The method of valuation of the securities and shall not be deemed the method of computing each Fund’s net asset value; or VI. Any valuations of securities, other assets, or the net asset value provided by a Fund. (c) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be consequential damagesfrom an Authorized Person, or upon the opinion of legal counsel for a Fund or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith. (d) The terms of this Section 10 shall survive the termination of this Agreement.

Standard of Care; Indemnification. Notwithstanding anything to the contrary A. DST shall at all times use reasonable care, due diligence and act in this Agreement: 1. Price Associates shall exercise reasonable care good faith in rendering the Services described in performing its duties under this Agreement. Price Associates DST shall provide its services as Transfer Agent in accordance with Section 17A of the Securities Exchange Act of 1934, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of applicable law pertaining to the manner in which transfer agency services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment or mistake of law or for any loss suffered made by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part it in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement Agreement. For those activities or except as expressly stated otherwise actions delineated in the NAV Error PolicyProcedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Procedures, copies of which have been provided to the Fund and reviewed and approved by the Fund’s counsel, as amended from time to time with approval of counsel, or for any deviation therefrom approved by the Fund or DST counsel. 2. The B. DST shall not be responsible for, and the Fund shall indemnify and hold Price Associates DST harmless from and against, any and all losses, damages, costs, charges, outside counsel fees, payments, expenses and liability which may be asserted against DST or for which DST may be held to be liable, arising out of or attributable to: (1) All actions of DST required to be taken by DST pursuant to this Agreement, provided that DST has acted in good faith and with due diligence and reasonable care; (2) The Fund’s refusal or failure to comply with the terms of this Agreement, the Fund’s negligence or willful misconduct, or the breach of any representation or warranty of the Fund hereunder; (3) The good faith reliance on, or the carrying out of, any written or oral instructions or requests (which instructions and requests are within the scope of this Agreement) of persons designated by the Fund in writing (see Exhibit B) from time to time as authorized to give instructions on its behalf or representatives of an Authorized Person or DST’s good faith reliance on, or use of, information, data, records and documents received from, or which have been prepared and/or maintained by the Fund, its investment advisor, its sponsor or its principal underwriter; (4) Defaults by dealers or shareowners with respect to payment for share orders previously entered; (5) The offer or sale of the Fund’s shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such shares in such state (unless such violation results from DST’s failure to comply with written instructions of the Fund or of any officer of the Fund that no offers or sales be permitted to remain in the Fund’s securityholder records in or to residents of such state); (6) The Fund’s errors and mistakes in the use of the TA2000 System, the data center, computer and related equipment used to access the TA2000 System (the “DST Facilities”), and control procedures relating thereto in the verification of output and in the remote input of data; (7) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, the Fund’s records, shareholder and other records, delivered to DST hereunder by the Fund or its prior agent(s); (8) Actions or omissions to act by the Fund or agents designated by the Fund with respect to duties assumed thereby as provided for in Section 21 hereof; (9) DST’s performance of Exception Services except where DST acted or omitted to act with intentional malevolence; and (10) Any inaccuracies in dates in Fund’s shareholder information or history as converted, or any (i) difficulties or inability of DST or any third party to manipulate or process date data, or (ii) lack of functionality (including any errors resulting from the “windowing” (currently 1950 to 2049) of client’s historical records or non-Year 2000 compliant data provided to DST by third parties) which, in case of (i) or (ii) above, arises out of or results from the failure of Fund’s records to contain date data feeds in an eight digit, full century format, or any other such Year 2000 compliant format for data feeds specified from time to time by DST. C. Except where DST is entitled to indemnification under Section 8.B. hereof and with respect to “as ofs” set forth in Section 7.F., DST shall indemnify and hold the Fund harmless from and against any and all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damagescharges, claimsoutside counsel fees, actions payments, expenses and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ liability arising out of: (1) DST’s failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification comply with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because or arising out of acts or attributable to DST’s negligence or willful misconduct or breach of Godany representation or warranty of DST hereunder; and (2) any claim that any DST software or service provided hereunder infringes upon or violates any U.S. patent, strikes copyright, or other causes reasonably beyond its controltrade secret right of any third party. Notwithstanding the foregoing, such party DST shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required obligated to indemnify the otherFund: for the claims described in this Section 8.C (2) to the extent such claims or actions are caused by or arise out of: (i) use of the DST software and services by the Fund in a manner not unauthorized under this Agreement; (ii) the Fund’s use of the DST software and services in combination with any software, hardware or services not provided, recommended or approved by DST; (iii) the party seeking indemnification shall promptly notify Fund’s failure to use corrections of or modifications to the other party software and services provided by DST; or (iv) infringement claims relating to Fund-requested enhancements to the extent such claims arise out of a process specified by the Fund or developed by DST in accordance with the Fund’s information, directions or specifications or with materials furnished by the Fund. In the event that an injunction or restraining order is obtained against the use of the DST software and services, or any part thereof, because of any violation of any intellectual property right of any third party, or in DST’s judgment the DST software and services, or any part thereof, is likely to become the subject of a successful claim of such assertionviolation, DST shall (in addition to its indemnification and other obligations hereunder), at DST’s option and expense: (a) procure for Fund the right to use the DST software and services as provided in this Agreement; (b) replace same with an equally suitable, functionally equivalent, compatible, non-infringing element; or (c) modify same to render same non-infringing (provided such modification does not adversely affect such item). However, if none of the foregoing options can be accomplished on commercially reasonable terms or within a commercially reasonable time frame, DST shall have the right to immediately terminate the applicable application to the extent of the infringing software or service and refund to Fund all prepaid and unused Fees and cease billing for future Fees, if any, attributable to such terminated, infringing application. Notwithstanding anything in this Agreement to the contrary, DST’s cumulative liability during any term of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall keep not exceed, the other party advised with respect to all developments concerning such claim provided, however, that any failure amounts paid hereunder by the Fund to DST as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event giving rise to DST’s liability. D. EXCEPT FOR VIOLATIONS OF SECTION 23, IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO ANYONE, INCLUDING, WITHOUT LIMITATION TO THE OTHER PARTY, FOR CONSEQUENTIAL DAMAGES FOR ANY ACT OR FAILURE TO ACT UNDER ANY PROVISION OF THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF. E. Promptly after receipt by an indemnified person of notice of the commencement of any action, such indemnified person will, if a claim in respect thereto is to be made against an indemnifying party to provide such notice shall not relieve hereunder, notify the indemnifying party in writing of its obligations the commencement thereof; but the failure so to indemnify notify the indemnifying party will not relieve an indemnifying party from any liability that it may have to any indemnified person for contribution or otherwise under this Agreement the indemnity agreement contained herein except to the extent that it is prejudiced as a proximate result of such failure to timely notify. In case any such action is brought against any indemnified person and such indemnified person seeks or intends to seek indemnity from an indemnifying party, the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may will be required to indemnify shall have the option entitled to participate with in, and, to the party seeking indemnification in extent that it may wish, assume the defense of such claim, or to defend against said claim thereof (in its own name or in the name and on behalf of any indemnified party or both with counsel reasonably satisfactory to such indemnified person); provided, however, if the defendants in any such action include both the indemnified person and an indemnifying party and the indemnified person shall have reasonably concluded that there may be a conflict between the positions of the other party. The indemnified person and an indemnifying party seeking indemnification shall in no case confess conducting the defense of any claim such action or make any compromise in any case in which the other party that there may be required legal defenses available to indemnify it except and/or other indemnified persons which are inconsistent with those available to an indemnifying party, the other indemnified person or indemnified persons shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such indemnified person or indemnified persons at such indemnified party’s prior written consent. 6sole expense. Neither Upon receipt of notice from an indemnifying party to this Agreement such indemnified person of its election so to assume the defense of such action and approval by the indemnified person of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the indemnifying party will not be liable to the such indemnified person hereunder for any legal or other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities expenses subsequently incurred by such indemnified person in connection with the defense thereof. An indemnifying party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party persons are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified person from all liability arising out of third-such claim, action, suit or proceeding. An indemnified party claims will not, without the prior written consent of the indemnifying party settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which the indemnified party is entitled indemnification or contribution may be sought hereunder. If it does so, it waives its right to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagestherefor.

Standard of Care; Indemnification. Notwithstanding anything In performing its duties under the Loan Documents, the Administrative Agent will exercise the same degree of care as it normally exercises in connection with real estate loans in which no syndication or participations are involved, but the Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, the Administrative Agent shall have no responsibility to any Lender for the failure by the Administrative Agent to comply with any of the Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. The Lenders agree to indemnify the Administrative Agent (to the contrary extent not reimbursed under Section 12.5, but without limiting the obligations of Borrower under Section 12.5) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement: 1. Price Associates Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 12.5, but excluding, unless a Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except foregoing to the extent that they arise from the indemnifying party can demonstrate actual prejudice as a result Administrative Agent’s breach of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification its standard of care set forth in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision first sentence of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesSection.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates (a) In performing all of its duties and obligations hereunder, BNY Mellon shall exercise reasonable the standard of care and diligence that a professional service provider would observe in rendering the Services described in provision of the services rendered pursuant to this Agreement. Price Associates Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error of judgment and all costs, losses, charges, expenses, damages, liabilities or mistake of law claims, including reasonable and documented attorneys’ and accountants’ fees and expenses (collectively, “Losses”) incurred by or for any loss suffered by asserted against the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesTrust, except a loss resulting from Price Associates’ willful misfeasancethose Losses arising out of BNY Mellon’s own gross negligence, bad faith or willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any Losses resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, unless such Losses arise out of the bad faith, gross negligence on its part in or willful misconduct of BNY Mellon, nor shall BNY Mellon be liable for any Losses for delays caused by circumstances beyond the reasonable control of BNY Mellon or any agent of BNY Mellon and which adversely affect the performance of its duties hereunder or from reckless disregard by it BNY Mellon of its obligations and duties under this Agreement hereunder or except as expressly stated otherwise in the NAV Error Policyby any other agent of BNY Mellon. 2. (b) The Fund shall Trust agrees to indemnify BNY Mellon and any BNY Mellon Affiliate (the “Indemnities”) and agrees to hold Price Associates the Indemnities harmless from and against any and all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, Losses sustained or incurred by Price Associates resulting from: or asserted against an Indemnitee by reason of or as a result of any action taken or omitted to be taken by any Indemnitee or otherwise or in reliance upon (i) any action law, act, regulation or omission by Price Associates interpretation of the same even though the same may thereafter have been altered, changed, amended or its agents or subcontractors in the performance of their duties hereunder; repealed, (ii) Price Associates acting upon instructions believed the Trust’s Offering Materials or Documents (excluding information provided by it to have been executed by a duly authorized officer of the Fund; or BNY Mellon), (iii) Price Associates acting upon information provided by any Instructions, or (iv) any opinion of legal counsel for the Fund in form and under policies agreed Trust or BNY Mellon, or arising out of transactions or other activities of the Trust which occurred prior to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms commencement of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim Agreement; provided, however, that any failure by the indemnified party to provide such notice Trust shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result any Indemnitee for any Losses arising out of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification Indemnitee’s own bad faith, gross negligence or willful misconduct in the defense performance of such claim, or to defend against said claim in its own name or in the name this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Trust shall indemnify the Indemnitees against and save the Indemnitees harmless from any loss, damage or expense, including reasonable and documented counsel fees and other party. The party seeking indemnification shall in no case confess costs and expenses of a defense against any claim or make liability, arising from any compromise one or more of the following: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by or on behalf of the Trust; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Trust or otherwise without gross negligence, bad faith or willful misconduct; III. Any action taken or omitted to be taken by BNY Mellon in which the other party may be required to indemnify it except good faith in accordance with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to advice or opinion of counsel for the other party for consequential damages under any provision of this Agreement; Trust or its own counsel, provided that the parties acknowledge that any and all liabilities incurred such written advice or opinion of counsel is obtained in accordance with Section 5(h); IV. Any improper use by the indemnified party arising out Trust or its agents, distributor or Sponsor of third-party claims with respect to which the indemnified party is entitled to indemnification any valuations or computations supplied by BNY Mellon pursuant to this Agreement are not Agreement; V. The method of valuation of the securities and shall not be deemed the method of computing the Net Asset Value of the Trust and the Shares; or VI. Any valuations of securities, other assets, or the Net Asset Value provided by the Trust. (c) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be consequential damagesfrom an Authorized Person, or upon the opinion of legal counsel for the Trust or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates (a) In performing all of its duties and obligations hereunder, BNY Mellon shall exercise reasonable the standard of care and diligence that a professional service provider would observe in rendering the Services described in provision of the services rendered pursuant to this Agreement. Price Associates Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error of judgment costs, expenses, losses, charges, damages, liabilities or mistake of law claims, including reasonable and documented attorneys’ and accountants’ fees (collectively, “Losses”), incurred by or for any loss suffered by asserted against the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relatesTrust, except a loss resulting from Price Associates’ willful misfeasancethose Losses arising out of BNY Mellon’s own gross negligence, bad faith or willful misconduct. In no event shall the Trust, BNY Mellon or any BNY Mellon Affiliate be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. BNY Mellon and any BNY Mellon Affiliate shall not be liable for any Losses, resulting from, arising out of, or in connection with its performance hereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, unless such Losses arise out of the bad faith, gross negligence on its part in or willful misconduct of BNY Mellon, nor shall BNY Mellon be liable for any Losses for delays caused by circumstances beyond the reasonable control of BNY Mellon or any agent of BNY Mellon and which adversely affect the performance of its duties hereunder or from reckless disregard by it BNY Mellon of its obligations and duties hereunder or by any other agent of BNY Mellon, including without limitation strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, or interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. Upon the occurrence of any such delay or failure the BNY Mellon shall use commercially reasonable efforts to resume performance as soon as practicable under this Agreement or except as expressly stated otherwise in the NAV Error Policycircumstances. 2. (b) The Fund shall Trust agrees to indemnify and hold Price Associates harmless BNY Mellon and any BNY Mellon Affiliate (the “Indemnitees”) and agrees to hold the Indemnitees harmless from and against any and all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, Losses sustained or incurred by Price Associates resulting from: or which may be asserted against an Indemnitee by reason of or as a result of any action taken or omitted to be taken by any Indemnitee or otherwise or in reliance upon (i) any action law, act, regulation or omission by Price Associates interpretation of the same even though the same may thereafter have been altered, changed, amended or its agents or subcontractors in the performance of their duties hereunder; repealed, (ii) Price Associates acting upon instructions believed the Trust’s Offering Materials or Documents (excluding information provided by it to have been executed by a duly authorized officer of the Fund; or BNY Mellon), (iii) Price Associates acting upon information provided by any Instructions, or (iv) any written opinion of legal counsel for the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect Trust or BNY Mellon, or arising out of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes transactions or other causes reasonably beyond its control, such party shall not be liable activities of the Trust which occurred prior to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision commencement of this Agreement; provided however, that the parties acknowledge that Trust shall not indemnify any and all liabilities incurred by the indemnified party Indemnitee for any Losses arising out of third-such Indemnitee’s own bad faith, gross negligence or willful misconduct in the performance of this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Trust shall indemnify the Indemnitees against and save the Indemnitees harmless from any loss, damage or expense, including reasonable and documented counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: I. Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party claims described above or by or on behalf of the Trust; II. Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Trust or otherwise without gross negligence, bad faith or willful misconduct; III. Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with respect to which the indemnified party written advice or opinion of counsel for the Trust or its own counsel, provided that such written advice or opinion of counsel is entitled to indemnification obtained in accordance with Section 5(h); IV. Any improper use by the Trust or its agents, distributor or Sponsor of any valuations or computations supplied by BNY Mellon pursuant to this Agreement are not Agreement; V. The method of valuation and shall not be deemed the method of computing the Trust’s net asset value; or VI. Any valuations or net asset value provided by the Trust. (c) Actions taken or omitted in reliance on Instructions or upon any information, order, indenture, stock certificate, membership certificate, power of attorney, assignment, affidavit or other instrument believed by BNY Mellon in good faith to be consequential damagesfrom an Authorized Person, or upon the opinion of legal counsel for the Trust or its own counsel, shall be conclusively presumed to have been taken or omitted in good faith.

Standard of Care; Indemnification. Notwithstanding anything In performing its duties under the Loan Documents, Administrative Agent will exercise the same degree of care as it normally exercises in connection with real estate loans that it syndicates and administers, but Administrative Agent shall have no further responsibility to any Lender except as expressly provided herein and except for its own gross negligence or willful misconduct which resulted in actual loss to such Lender, and, except to such extent, Administrative Agent shall have no responsibility to any Lender for the failure by Administrative Agent to comply with any of Administrative Agent’s obligations to Borrower under the Loan Documents or otherwise. Subject to the contrary terms of any separate agreement among Administrative Agent and the Lenders, the Lenders agree to indemnify Administrative Agent (to the extent not reimbursed under Section 9.28, but without limiting the obligations of Borrower under Section 9.28) ratably in accordance with the aggregate principal amount of the Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably in accordance with their respective Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against Administrative Agent (including by any Lender) arising out of or by reason of any investigation in or in any way relating to or arising out of this Agreement: 1. Price Associates Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses that Borrower is obligated to pay under Section 9.28, but excluding, unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents, provided that no Lender shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except foregoing to the extent that the indemnifying party can demonstrate actual prejudice as a result they arise from Administrative Agent’s breach of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification its standard of care set forth in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision first sentence of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesSection.

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall (a) The Administrator will exercise reasonable care and diligence in rendering the Services described performance of its duties under this Agreement. (b) The Administrator shall be responsible for the performance of only such duties as are set forth in this AgreementAgreement and, except as otherwise provided under Section 4, shall have no responsibility for the actions or activities of any other party, including other service providers. Price Associates The Administrator shall not be liable have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator’s liability under this Agreement shall be limited to two times its total annual compensation earned and fees paid hereunder during the preceding twelve months for any liability or loss suffered by the Fund and Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its officersobligations under this Agreement arising out of or caused, directorsdirectly or indirectly, employeesby circumstances beyond its control, successors including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Trust shall indemnify and permitted assigns hold the Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the matters to which Administrator’s acceptance of this Agreement relatesAgreement, except a loss resulting from Price Associates’ willful misfeasance, bad faith any action or negligence on its part omission by it in the performance of its duties hereunder hereunder, or from reckless disregard by it as a result of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon any instructions reasonably believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates Trust, provided that this indemnification shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect apply to actions or omissions constituting of the Administrator, its officers or employees in cases of its or their own gross negligence or willful misconduct misconduct. The indemnification contained herein shall survive the termination of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associatesthis Agreement. 4. In (c) At any time the event either party is unable Administrator may apply to perform its obligations under any officer of a Fund for instructions, and may consult with legal counsel for a Fund, at the terms expense of the Fund, with respect to any matter arising in connection with this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall Agreement; and it will not be liable to the other party for any lossaction taken or omitted by it in good faith in reliance upon such instructions or upon the advice of such counsel. The Administrator is authorized to act on the orders, costdirections or instructions of such persons as the Board of Trustees from time to time designates by resolution. The Administrator will be protected in acting upon any paper or document, damageincluding any orders, claimdirections or instructions, action reasonably believed by it to be genuine and to have been signed by the proper person or expense resulting persons; and the Administrator will not be held to have notice of any change of authority of any person so authorized by a Fund until receipt of written notice from such failure to perform or otherwise from such causesthe Fund. 5. Upon (d) In carrying out the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify Services under this Agreement except the Administrator will be entitled to receive, and may rely upon, information furnished it by means of Proper Instructions (as defined below), including but not limited to: (i) the extent that manner and amount of accrual of expenses to be recorded on the indemnifying party can demonstrate actual prejudice books of each Fund; (ii) the source of quotations to be used for securities as a result may not be available through the Administrator’s normal pricing services; (iii) the value to be assigned to any asset for which no price quotations are readily available; (iv) if applicable, the manner of such failure. The party who computation of the public offering price and other computations as may be required to indemnify shall have the option to participate with the necessary; (v) transactions in portfolio securities; (vi) transactions in capital shares; and (vii) information received from any third party seeking indemnification in the defense transfer agent of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consenta Fund. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to (a) The Custodian shall be responsible for the contrary performance of only such duties as are set forth in this Agreement: 1, the Client Services Guide or contained in Authorized Instructions given to the Custodian which are not contrary to the provisions of any relevant law or regulation. Price Associates The Custodian shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable to the Client for any error of judgment loss, liability or mistake of law or for any loss suffered expense incurred by the Fund and any of its officers, directors, employees, successors and permitted assigns Client in connection with the matters to which this Agreement relatesto the extent that any such loss, except a loss resulting from Price Associates’ willful misfeasance, bad faith liability or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting expense results from the negligence or willful misconduct of Price Associates the Custodian or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring any Subcustodian. (b) The Client acknowledges that the performance of its agents or subcontractorsProperty may be physically held outside the United States. The Fund Custodian shall not be entitled to liable for any loss, liability or expense resulting from events beyond the reasonable control of the Custodian, including, but not limited to, force majeure. Except as provided in the previous sentence, the liability of the Custodian for losses incurred by the Client in respect of Property shall not be affected by the Custodian's use of Subcustodians. (c) In addition, the Client shall indemnify the Custodian and Subcustodians and any nominee for, and hold each of them harmless from, any liability, loss or expense (including attorneys' fees and disbursements) incurred (i) as a result of the Custodian having acted or relied upon any Authorized Instructions or otherwise acted in accordance with the terms of this Agreement or (ii) arising out of any such indemnification with respect to actions person acting as a nominee or omissions constituting holder of record of Securities; provided, however, that this indemnity shall not cover any liability, loss or expense incurred by the Custodian or any Subcustodian which directly results from the negligence or willful misconduct of the Custodian or such Fund Subcustodian. The Custodian shall notify the Client promptly upon becoming aware of any matters which may result in liability, loss or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable expense to the other party Client as provided for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under in this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureAgreement. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement Client shall be liable responsible to promptly instruct the other party for consequential damages under Custodian as to how to pursue the resolution of any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagessuch matters on its behalf.

Standard of Care; Indemnification. Notwithstanding anything 14.1 Subject to the contrary in provisions of Section 37, each Fund severally and not jointly shall indemnify and hold NFS (which, for purposes of this Agreement: 1. Price Associates paragraph shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of include its respective officers, directors, employeespartners, successors managers, employees and permitted assigns agents) harmless from and against any and all losses, claims, damages, liabilities, costs, or expenses (including reasonable counsel fees and expenses) resulting from: (a) any claim, demand, action or suit brought by any person other than the Trust, including by a shareholder, which names NFS in connection with its capacity as agent xxxxxxxxx and/or the matters to which this Agreement relates, except Trust as a loss resulting party and does not result from Price Associates’ NFS's willful misfeasance, bad faith or negligence on its part in the performance or reckless disregard of its duties hereunder duties, and arises out of or in connection with NFS's performance hereunder; or (b) any loss, claim, demand, action or suit (except to the extent contributed to by NFS’s willful misfeasance, bad faith or negligence or reckless disregard of its duties) which results from the negligence of the Trust, or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates NFS's acting upon instructions any instruction(s) reasonably believed by it to have been executed or communicated by a any person duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, orTrust. 3. Price Associates 14.2 NFS shall indemnify and hold each Trust (which, for purposes of this paragraph shall include its respective officers and agents) harmless the Fund from all against any losses, costsclaims, damages, claims, actions liabilities or expenses (including reasonable counsel fees and expenses, including reasonable expenses for legal counsel, incurred by the Fund ) resulting from any claim, demand, action or suit brought by any person other than NFS, which names the Trust and/or NFS as a party and arises out of NFS’s willful misfeasance, bad faith or negligence or willful misconduct reckless disregard of Price Associates its duties in connection with its performance hereunder. 14.3 Notwithstanding Section 13 and Sections 14.1 and 14.2 above, neither NFS nor any Trust shall be responsible for any special, punitive, indirect or which result from Price Associates’ failure consequential damages, or lost profits or loss of business, whether or not NFS or such Trust, as applicable, has been apprised of the likelihood of such damages. 14.4 In the event that either party requests the other to exercise indemnify or hold it harmless hereunder, the party requesting indemnification (the “Indemnified Party”) shall inform the other party (the “Indemnifying Party”) of the relevant facts known to the Indemnified Party concerning the matter in question. The Indemnified Party shall use reasonable care in selecting to identify and promptly to notify the Indemnifying Party concerning any matter which presents, or monitoring the performance of its agents or subcontractorsappears likely to present, a claim for indemnification. The Fund Indemnifying Party shall not have the election of defending the Indemnified Party against any claim which may be entitled to such the subject of indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4holding the Indemnified Party harmless hereunder. In the event either party is unable to perform its obligations under the terms Indemnifying Party so elects, it will so notify the Indemnified Party and thereupon the Indemnifying Party shall take over defense of this Agreement because of acts of Godthe claim and, strikes if so requested by the Indemnifying Party, the Indemnified Party shall incur no further legal or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim expenses related thereto for which either party may it shall be required entitled to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect indemnity or to all developments concerning such claim being held harmless hereunder; provided, however, that nothing herein shall prevent the Indemnified Party from retaining counsel at its own expense to defend any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failureclaim. The party who may be required to indemnify shall have the option to participate Except with the party seeking indemnification in Indemnifying Party’s prior written consent, the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification Indemnified Party shall in no case event confess any claim or make any compromise in any case matter in which the other party may Indemnifying Party will be required asked to indemnify it except with or hold the other party’s prior written consentIndemnified Party harmless hereunder. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything (a) The Seller agrees to indemnify and hold harmless the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering Custodian and each of the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officersCustodian’s parent, affiliates, subsidiaries, directors, employeesofficers, successors employees and permitted assigns agents against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees and expenses, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them under this Custodial Agreement or any related document or agreement unless such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against Custodian solely as a result of the material breach by Custodian of its obligations hereunder, which breach was caused by negligence, bad faith, or willful misconduct on the part of the Custodian. The foregoing indemnification shall survive the termination or transfer of this Custodial Agreement, and the resignation or removal of the Custodian. (b) The Custodian shall indemnify and hold harmless the Seller, the Depositor and the Trustee and each of their directors, officers, employees and agents from and against any and all loses, liabilities, obligations, damages, penalties, actions, judgments, suits, claims, costs, expenses (including attorneys’ fees and related expenses), disbursements or any and all other costs and expenses of any kind or nature whatsoever that may be incurred in connection with with, or arising out of, the matters to which this Agreement relates, except a loss resulting from Price Associates’ Custodian’s willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from by reason of its reckless disregard by it of for its obligations and duties under hereunder, including but not limited to its failure to produce (or provide evidence of delivery of), upon any request hereunder, any Mortgage Note or other document or instrument comprising a Mortgage File after the Custodian has certified that such document or instrument was in its possession pursuant to the terms hereof. Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Agreement or Custodial Agreement, except as expressly stated otherwise set forth above. In no event shall the Custodian or its directors, officers, agents or employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or any of them hereunder or in connection herewith even if advised of the NAV Error Policypossibility of such damages. This indemnification provided in this Section 4.4(b) shall survive the termination of this Custodial Agreement and the resignation or removal of the Custodian hereunder. 2. The Fund (c) No provision of this Custodial Agreement shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expensesrequire the Custodian to expend or risk its own funds or otherwise incur financial liability (other than expenses or liabilities otherwise required to be incurred by the express terms of this Custodial Agreement, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (ibut not limited to Section 4.4(b) any action or omission by Price Associates or its agents or subcontractors hereof) in the performance of their its duties hereunder; (ii) Price Associates acting upon instructions believed by under this Custodial Agreement if it to shall have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates, or 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses grounds for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct believing that repayment of such Fund funds or its agents or subcontractors; unless such negligence or misconduct adequate indemnity is attributable not reasonably assured to Price Associatesit. 4. In (d) If the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required Seller fails to indemnify the otherCustodian as required in this Section 4.4, the party seeking indemnification Trust Fund shall promptly notify indemnify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify Custodian as required under this Agreement except Section 4.4, subject to the extent that limitation on reimbursements described in clause (B) of the indemnifying party can demonstrate actual prejudice as a result definition of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification Available Distribution Amount in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consentPooling Agreement. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

Standard of Care; Indemnification. Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates 8.1 Except as otherwise provided herein, BNY Mellon and any BNY Mellon Affiliate shall not be liable for any error costs, expenses, damages, liabilities or claims (including reasonable attorneys’ and accountants’ fees relating thereto) incurred by or asserted against the Trust, except those costs, expenses, damages, liabilities or claims arising out of judgment BNY Mellon’s own bad faith, negligence or mistake of law willful misconduct. In no event shall BNY Mellon or any BNY Mellon Affiliate be liable to any Fund or any third party for any special, indirect or consequential damages, or lost profits or loss suffered by the Fund and any of its officersbusiness, directors, employees, successors and permitted assigns arising under or in connection with the matters to which this Agreement relatesAgreement, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or subcontractors in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer even if previously informed of the Fund; or (iii) Price Associates acting upon information provided by possibility of such damages and regardless of the Fund in form of action. BNY Mellon and under policies agreed to by Price Associates and the Fund. Price Associates any BNY Mellon Affiliate shall not be entitled to such indemnification liable for any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, resulting from, arising out of, or in respect of connection with its performance hereunder, including its actions or omissions constituting omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Fund, or for delays caused by circumstances beyond BNY Mellon’s reasonable control, unless such loss, damage or expense arises out of the bad faith, negligence or willful misconduct of Price Associates, or 3XXX Xxxxxx. Price Associates XXX Xxxxxx shall indemnify and hold harmless the Trust and any Fund from and against any and all lossesdirect costs, costsexpenses, damages, liabilities, and claims, actions and expensesreasonable attorneys’ and accountants’ fees relating thereto (collective, including reasonable expenses for legal counsel, incurred “Losses”) where such Losses have been finally determined by the Fund resulting from the negligence or willful misconduct a court of Price Associates or which result from Price Associates’ failure competent jurisdiction (pursuant to exercise reasonable care in selecting or monitoring the performance of its agents or subcontractors. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund or its agents or subcontractors; unless such negligence or misconduct is attributable to Price Associates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because Agreement) to have arisen out of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such BNY Mellon’s failure to perform or otherwise from such causesdischarge its duties in accordance with its standard of care as set forth hereunder. This indemnity shall be a continuing obligation of BNY Mellon, its successors and assigns, notwithstanding the termination of this Agreement. 5. Upon the assertion of 8.2 The Trust shall indemnify and hold harmless BNY Mellon and any BNY Mellon Affiliate from and against any and all costs, expenses, damages, liabilities and claims (including claims asserted by a claim for Fund), and reasonable attorneys’ and accountants’ fees relating thereto, which either party are sustained or incurred or which may be required to indemnify the otherasserted against BNY Mellon or any BNY Mellon Affiliate, the party seeking indemnification shall promptly notify the other party by reason of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice or as a result of such failure. The party who may any action taken or omitted to be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claimtaken by BNY Mellon or any BNY Mellon Affiliate without bad faith, negligence or willful misconduct, or to defend against said claim in its own name reliance upon (i) any law, act, regulation or in the name interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) a Fund’s Offering Materials or Organizational Documents (excluding information provided by BNY Mellon), (iii) any Instructions or (iv) any opinion of legal counsel for the Trust or BNY Mellon, or arising out of transactions or other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which activities of the other party may be required to indemnify it except with the other party’s Trust that occurred prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision commencement of this Agreement; provided, that the Trust shall not indemnify BNY Mellon nor any BNY Mellon Affiliate for costs, expenses, damages, liabilities or claims for which BNY Mellon or any BNY Mellon Affiliate is liable under the preceding Section 8.1. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. Without limiting the generality of the foregoing, the Trust shall indemnify BNY Mellon and any BNY Mellon Affiliate against and save BNY Mellon and any BNY Mellon Affiliate harmless from any loss, damage or expense, including counsel fees and other costs and expenses of a defense against any claim or liability, arising from any one or more of the following: 8.2.1 Errors in records or instructions, explanations, information, specifications or documentation of any kind, as the case may be, supplied to BNY Mellon by any third party described above or by or on behalf of the Trust; 8.2.2 Action or inaction taken or omitted to be taken by BNY Mellon or any BNY Mellon Affiliate pursuant to Instructions of the Trust or otherwise without negligence or willful misconduct; 8.2.3 Any action taken or omitted to be taken by BNY Mellon in good faith in accordance with the advice or opinion of counsel for the Trust or its own counsel, provided that the parties acknowledge that any such action or omission by BNY Mellon is in conformity with such advice or opinion of its own counsel, and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damagesconsistent