Common use of Standard of Care; Liability Clause in Contracts

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's ’s negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's ’s performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's ’s negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)Agreement. Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not be liable for Customer's direct damages to the extent they result from Bank's negligence, bad faith or willful misconduct in performing its duties as set out in <PAGE> this Agreement and to the extent provided for in Section 5.2(a). Nevertheless, under any no circumstances shall Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's its role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided Instructions that Bank believes in good faith that such Instructions to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer's direct damages to the extent they result from Bank's negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a) or breach of any warranty or representation made under this Agreement. In the event of such negligence or willful misconduct the liability of the Bank in connection with the loss or damage will not exceed (i) the lesser of the current replacement cost of any Financial Assets or the market value of the Financial Assets to which such loss or damage relates at the time the Customer reasonably should have been aware of such negligence or willful misconduct, plus (ii) compensatory interest up to that time at the rate applicable to the base currency of the Customers' Cash Account. Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's performance hereunder hereunder, or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees to the extent in connection with or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any action or omission taken by Bank or such Bank Indemnitees in accordance with any Instructions or other directions of Customer on which Bank is authorized hereunder to rely. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision Bank will use reasonable care in performing its obligations under this Agreement in accordance with the standards prevailing in the applicable market. Bank will not be in violation of this Agreement, Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care. (b) Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to Customer for any and all Liabilities direct claims, liabilities, losses, damages, fines, penalties and expenses ("Losses") suffered or incurred by such Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawNevertheless, under no circumstances will Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any of Bank Indemnitees’ status as a holder of record of Customer’s Securities; provided that, to the extent practicable, Bank uses reasonable care to provide prompt notice to Customer of the circumstances and all pertinent facts related to the claim for indemnification. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate Nevertheless, under no circumstances will Customer be liable for any Liability for indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by Bank, whether or not foreseeable and regardless of the type of action in which indemnity is sought hereunder (providedsuch a claim may be brought, however, that reasonable expenses incurred with respect to such mitigation the Accounts, or Customer’s performance or non-performance under this Agreement. The Customer and the Bank agree that the obligations of the Customer under this Agreement shall not be Liabilities subject to indemnification hereunder)binding upon any of the directors/trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the series of the Customer, individually, but are binding only upon the assets and property of the Customer. (d) Subject The party seeking indemnification under this Agreement (the “Indemnified Party”) agrees to give prompt notice to the party from whom indemnity is sought (the “Indemnifying Party”) of the assertion of any obligation claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under this Agreement and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. If Customer acknowledges in writing that Bank is entitled to indemnification, the Customer shall have the option to defend Bank against any claim which may be the subject of this indemnification, and in the event that the Customer so elects, it will so notify Bank, and thereupon Customer shall take over complete defense of the claim. In the event Customer elects to assume the control of the defense of the claim, Bank may participate in such proceeding and retain additional counsel but shall bear all fees and expenses of such retention of such counsel, unless (i) Customer shall have specifically authorized the retention of such counsel, or (ii) if Customer and Bank agree that the retention of such counsel is required as a result of a conflict of interest. In the event Customer assumes control of any proceeding, Customer shall keep Bank notified of the progress of such proceeding and, upon request, consult with Bank and counsel. Customer will, upon request by Bank, either pay in the first instance or reimburse Bank for any expense subject to indemnity hereunder. Customer shall not settle or compromise any proceeding without the prior written consent of Bank unless (i) such settlement or compromise involves no admission of guilt, wrongdoing, or misconduct by Bank, (ii) such settlement or compromise does not impose any obligations or restrictions on Bank other than obligations to pay money that are subject to indemnity under this Agreement, (iii) such settlement or compromise involves no injunctive or other equitable relief against the Bank and would not otherwise materially and adversely affect (A) the business, financial condition or results of operations of the Bank and (B) the Bank’s method of doing business,and (iv) Customer shall have paid or made arrangements satisfactory to Bank for payment of amounts payable by Bank in connection with such settlement. Bank shall in no case confess any claim or make any compromise in any case which Customer will be asked to indemnify Bank except with respect the Customer’s prior written consent. Bank shall be entitled to amounts claimed by third partiesrely on and may act upon advice of counsel (who may be counsel for the Customer) on all matters, Customer and shall have no be without liability whatsoever for any consequential, special, indirect action reasonably taken or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as omitted pursuant to the possibility of the same and regardless of the form of actionsuch advice. (e) Without limiting Subsections 7.1 (a) or (b)Customer agrees that Bank provides no service in relation to, Bank shall have and therefore has no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith except to verify that such Instructions have been given by Authorized Persons or which are transmitted instruction is authorized in accordance with proper testing or authentication pursuant to terms and conditions that Bank may specifySection 3.2; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Cus­tomer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care as a professional custodian for hire in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not be obligated to indemnify Customer for any loss of Financial Assets received for, and credited to the Securities Account resulting from (i) the negligence, dishonesty or willful misconduct of Bank or Bank’s officers, employees or agents retained by Bank to hold such Financial Assets or (ii) burglary, robbery, hold-up, theft or mysterious disappearance, including loss by damage or destruction. In the event of a loss of Financial Assets in the Securities Account for which Bank is required to indemnify Customer pursuant to the immediately preceding sentence, at Bank’s option, Bank shall promptly replace such Financial Assets (by among other means posting appropriate security or bond with the issuer(s) of such Financial Assets and obtaining their reissue) or the value thereof (determined based upon the market value of the Financial Assets which are the subject of such loss as of the date of the discovery of such loss) and the value of any loss of rights or privileges resulting from the loss of such Financial Assets. The foregoing indemnity shall be Bank’s exclusive liability to Customer for Bank’s loss of Financial Assets from the Securities Account. (c) In all other respects, Bank will be liable for Customer’s direct damages to the extent they result from Bank’s negligence, dishonesty or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances will Bank be liable under any circumstances this Agreement for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's ’s performance hereunder or Bank's ’s role as custodian. (cd) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud fraud, dishonesty or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify question or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitee’s status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility record of the same and regardless of the form of actionCustomer’s Financial Assets. (e) Without limiting Subsections 7.1 (a) or 7.1(a), (b), (c) or (d), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, ’s negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in violation connection with any claim by such Customer against Bank arising from the obligations of this Agreement Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with respect any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim. Upon the occurrence of any matter as event that causes or may cause any loss, damage or expense to which it has satisfied the standard of care under this Agreement. (b) Customer, Bank shall not (i) promptly notify Customer of the occurrence of such event and (ii) use its commercially reasonable best efforts to cause any Subcustodian to use all commercially reasonable efforts and to take all reasonable steps under the circumstances to mitigate the effects of such event and to avoid continuing harm to Customer. Nevertheless, under no circumstances will Bank be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (ec) Without limiting Subsections 7.1 (a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security Security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise X.X. Xxxxxx will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall Agreement. X.X. Xxxxxx will not be liable to Customer responsible for any and all Liabilities loss or damage suffered by the Customer or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement Funds with respect to any matter as to which it X.X. Xxxxxx has satisfied its obligation of reasonable care unless the standard same results from an act of care under this Agreementnegligence, fraud or willful misconduct on the part of X.X. Xxxxxx. (b) Bank shall not X.X. Xxxxxx will be liable for the Customer’s and/or any Fund’s direct damages to the extent they result from X.X. Xxxxxx’x fraud, negligence, or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will X.X. Xxxxxx be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profitsprofits or business) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect resulting from X.X. Xxxxxx’x performance under this Agreement, or X.X. Xxxxxx’x role as a service provider to the Accounts or Bank's performance hereunder or Bank's role as custodianCustomer. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank X.X. Xxxxxx Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank X.X. Xxxxxx Indemnitees in connection with or arising out of Bank's X.X. Xxxxxx’x performance under this Agreement, provided the Bank X.X. Xxxxxx Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject No Shareholder of the Customer (or any Fund thereof), or any Board trustee, officer, employee or agent of the Customer (or any Fund thereof), shall be subject to claims against or obligations of the Customer (or any Fund thereof) to any obligation extent whatsoever. X.X. Xxxxxx agrees that the obligations assumed by the Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer (or any Fund thereof) under this Agreement shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not be limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as all cases to the possibility Customer (and specifically to the relevant Fund and its assets), and X.X. Xxxxxx shall not seek satisfaction of any such obligation from the Shareholders or any Shareholder of the same and regardless Customer (or the relevant Fund) or from any other Fund of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunderCustomer, or from any act Board trustee, officer, employee or omission by a Subcustodian in agent of the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunderFund thereof).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of accordance with prevailing industry standards applicable to custodians for open-end management investment companies registered under the 1940 Act in performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for the Customer’s direct losses, damages and expenses to the extent they result from Bank’s negligence, fraud or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement which for the avoidance of doubt, includes Bank’s Liabilities to a Subcustodian arising out of or in connection with Bank’s performance under this Agreement, ; provided the Bank Indemnitees and the applicable Subcustodian (if any) have not acted with negligence or bad faith or engaged in fraud or willful misconduct or violated Applicable Law (in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s or Subcustodian’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts endeavors to mitigate any Liability for which indemnity is sought hereunder hereunder. Except for its indemnification obligations in Section 7.1 (providedc ),Customer will not be liable for any indirect, howeverincidental, that reasonable expenses consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to such mitigation shall be Liabilities subject to indemnification hereunder)the Accounts, Bank’s performance under this Agreement, or Bank’s role as custodian. (d) Subject Customer shall not be liable for indemnification under Section 7.1(c) unless the person seeking indemnification shall have notified Customer in writing (i) within such time after the assertion of any claim that is sufficient for such person, in its sole discretion, to determine that it will seek indemnification from Customer in respect of such claim or (ii) promptly after the commencement of any obligation litigation brought against such person, in respect of which indemnity may be sought. With respect to claims in such litigation or proceedings for which indemnity by Customer may have be sought and subject to indemnify Bank Applicable Law and the ruling of any court of competent jurisdiction, Customer shall be entitled to participate in any such litigation. A person seeking indemnification hereunder shall not consent to the entry of any judgment or enter into any settlement of any such litigation or proceeding without providing Customer with adequate notice of any such settlement or judgment and without Customer's prior written consent, which consent shall not be unreasonably withheld or delayed. All persons seeking indemnification hereunder shall submit written evidence to Customer with respect to amounts claimed by third parties, any cost or expense for which they are seeking indemnification in such form and detail as Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of actionmay reasonably request. (e) Without limiting Subsections 7.1 (a) or (b)Customer agrees that Bank provides no service in relation to, Bank shall have and therefore has no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b2.7 (b) of this Agreement; (ivAgreement;(iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) It is agreed that Bank shall indemnify not seek satisfaction of any obligation of the Customer directly from and against the shareholders or any and all Liabilities which may be imposed on, incurred by, or asserted against shareholder of the Customer resulting directly either or from Bank's negligence, bad faith, fraud or willful misconduct in any other series of the performance of its obligations or duties hereunderCustomer, or from any act trustee, officer, employee or omission by a Subcustodian in agent of the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for series thereof). Bank understands and agrees that the rights and obligations of a Liability) to series are separate and distinct from those of any and all other series of the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Customer.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence, bad faith or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's ’s performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or negligence, bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify question or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitee’s status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Customer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of accordance with prevailing industry standards applicable to custodians for open-end management investment companies registered under the 1940 Act in performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for the Customer’s direct losses, damages and expenses to the extent they result from Bank’s negligence, fraud or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement which for the avoidance of doubt, includes Bank’s Liabilities to a Subcustodian arising out of or in connection with Bank’s performance under this Agreement, ; provided the Bank Indemnitees and the applicable Subcustodian (if any) have not acted with negligence or bad faith or engaged in fraud or willful misconduct or violated Applicable Law (in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s or Subcustodian’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts endeavors to mitigate any Liability for which indemnity is sought hereunder hereunder. Except for its indemnification obligations in Section 7.1 (providedc ), howeverCustomer will not be liable for any indirect, that reasonable expenses incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to such mitigation shall be Liabilities subject to indemnification hereunder)the Accounts, Bank’s performance under this Agreement, or Bank’s role as custodian. (d) Subject Customer shall not be liable for indemnification under Section 7.1(c) unless the person seeking indemnification shall have notified Customer in writing (i) within such time after the assertion of any claim that is sufficient for such person, in its sole discretion, to determine that it will seek indemnification from Customer in respect of such claim or (ii) promptly after the commencement of any obligation litigation brought against such person, in respect of which indemnity may be sought. With respect to claims in such litigation or proceedings for which indemnity by Customer may have be sought and subject to indemnify Bank Applicable Law and the ruling of any court of competent jurisdiction, Customer shall be entitled to participate in any such litigation. A person seeking indemnification hereunder shall not consent to the entry of any judgment or enter into any settlement of any such litigation or proceeding without providing Customer with adequate notice of any such settlement or judgment and without Customer's prior written consent, which consent shall not be unreasonably withheld or delayed. All persons seeking indemnification hereunder shall submit written evidence to Customer with respect to amounts claimed by third parties, any cost or expense for which they are seeking indemnification in such form and detail as Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of actionmay reasonably request. (e) Without limiting Subsections 7.1 (a) or (b)Customer agrees that Bank provides no service in relation to, Bank shall have and therefore has no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b2.7 (b) of this Agreement; (ivAgreement;(iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) It is agreed that Bank shall indemnify not seek satisfaction of any obligation of the Customer directly from and against the shareholders or any and all Liabilities which may be imposed on, incurred by, or asserted against shareholder of the Customer resulting directly either or from Bank's negligence, bad faith, fraud or willful misconduct in any other series of the performance of its obligations or duties hereunderCustomer, or from any act trustee, officer, employee or omission by a Subcustodian in agent of the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for series thereof). Bank understands and agrees that the rights and obligations of a Liability) to series are separate and distinct from those of any and all other series of the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Customer.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personan person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided that the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) solely out of Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise Custodian will use commercially reasonable care, prudence and diligence efforts in carrying out all of its duties and performing their obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. i.) Subject to the terms of this Agreement, Custodian shall not be responsible for any loss or damage suffered by Account Holder as a result of the Custodian performing such duties unless the same results from an act of fraud, willful default or gross negligence on the part of the Custodian. In such event the liability of the Custodian in connection with the Custodial Coins or Fiat so affected by the Custodian’s fraud, willful default or gross negligence shall not exceed the market value (bas determined by the Custodian in any reasonable commercial manner) Bank of such Custodial Coins or Fiat at the time when Account Owner discovers such fraud, willful default or gross negligence. ii.) Custodian will be entitled to rely on, and may act upon the advice of legal counsel and accountants or other agents with expertise in the relevant area, in relation to matters of law, regulation or market practice, and shall not be liable to Account Owner under any circumstances this Agreement for any indirectaction taken or omitted pursuant to such advice, provided that Custodian has acted in good faith and with commercially reasonable efforts. iii.) Custodian shall not, save as stated in Section 8.1 d.) i.) above, be responsible for the title, validity or genuineness of any of the Custodial Coins, or fiat currency (or any evidence of title thereto) received or delivered by it pursuant to this Agreement. iv.) Neither Custodian nor its affiliates shall be liable for any consequential, incidental, consequential exemplary, punitive, special or special damages (including, without limitation, lost profits) of any form incurred by any personindirect damages, whether or not foreseeable and regardless the likelihood of the type such damages was known by Custodian or its affiliates. v.) Custodian shall use commercially reasonable efforts to keep in safe custody on behalf of action in which such a claim may be brought, with respect Account Holder all Custodial Coins received by Custodian. Custodian will use commercially reasonable efforts to keep all Keys to the Accounts or Bank's performance hereunder or Bank's role as custodian. Custodial Wallet held by Custodian secure and shall maintain at least one (c1) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly backup Key. Custodian shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use exercise all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect prevent unauthorized access to such mitigation shall be Liabilities subject or use of the Keys held by Custodian to indemnification hereunder)the Custodial Wallet. (dvi.) Subject Custodian shall not be liable to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever the Account Owner for any consequentialstatements, specialrepresentations, indirect actions or speculative loss inactions of any salesperson, broker or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility other third party provider of the same and regardless of the form of actioninvestment purchased for this IRA Account. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by Customer resulting such Customerresulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, ’s negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (ec) Without limiting Subsections 7.1 (a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s fraud, negligence, or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitees’ status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Customer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; ; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; ; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security Security other than as provided in Section 2.7(b) of this Agreement; or (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets provided that Bank uses reasonable care to provide prompt notice to Customer of the circumstances and all pertinent facts related to the claim for indemnification. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such InstructionsInstructions (provided however, provided that the Bank believes will, in good faith that such Instructions have been given by the case of a faxed Instruction call another Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms Person and conditions that Bank may specifyread the faxed Instruction back for confirmation); (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where to the broker provides DTC trade confirmation and Customer provides for Bank to receive extent (if any) as stated in the trade instructionSLA, in the ordinary course of business, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (fe) If Customer acknowledges in writing that Bank shall indemnify is entitled to indemnification, the Customer from and shall have the option to defend Bank against any and all Liabilities claim which may be imposed onthe subject of this indemnification, incurred by, or asserted against and in the event that the Customer resulting directly either from so elects, it will so notify Bank's negligence, bad faithand thereupon Customer shall take over complete defense of the claim. In the event Customer elects to assume the control of the defense of the claim, fraud or willful misconduct Bank may participate in the performance such proceeding and retain additional counsel but shall bear all fees and expenses of its obligations or duties hereundersuch retention of such counsel, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that unless (i) Customer shall have specifically authorized the retention of such counsel, or (ii) if Customer and Bank agree that the retention of such counsel is required as a result of a conflict of interest. In the event Customer assumes control of any proceeding, Customer shall keep Bank notified of the progress of such proceeding and, upon request, consult with Bank and counsel. Customer will, upon request by Bank, either pay in the first instance or reimburse Bank for any expense subject to indemnity hereunder. Customer shall not settle or compromise any proceeding without the prior written consent of Bank unless (i) such settlement or compromise involves no event shall the admission of guilt, wrongdoing, or misconduct by Bank, (ii) such settlement or compromise does not impose any obligations or restrictions on Bank be obliged other than obligations to indemnify Customer from against any Liability (or any claim for a Liability) pay money that are subject to the extent such Liability is described in clause 7.1(b) indemnity under this Agreement and (iiiii) the Customer shall use have paid or made arrangements satisfactory to Bank for payment of amounts payable by Bank in connection with such settlement. Bank shall in no case confess any claim or make any compromise in any case which Customer will be asked to indemnify Bank except with the Customer’s prior written consent. Bank shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all commercially reasonable efforts to mitigate matters, and shall be without liability for any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect action reasonably taken or omitted pursuant to such mitigation shall be Liabilities subject to indemnification hereunder)advice.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's ’s performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify question or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitee’s status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Customer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Cus­tomer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses ("Losses") suffered or incurred by such Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys' fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's performance hereunder hereunder, or Bank's role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee's status as a holder of record of Customer's Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (ec) Without limiting Subsections 7.1 (a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for the Customer’s direct damages to the extent they result from Bank’s fraud, negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify agrees that Bank with respect to amounts claimed by third parties, Customer shall have provides no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited service in relation to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer therefore has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement Agreement. (except b) Bank will be liable for Customer’s direct damages (i) to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting they result from Bank's ’s negligence, willful misconduct, misconduct or fraud bad faith in performing or failing to perform its duties as set out in this Agreement and (ii) to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawNevertheless, under no circumstances will Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personan person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided that the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) solely out of Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Cus­tomer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision Bank will use reasonable care in performing its obligations under this Agreement in accordance with the standards prevailing in the applicable market. Bank will not be in violation of this Agreement, Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care. (b) Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to Customer for any and all Liabilities direct claims, liabilities, losses, damages, fines, penalties and expenses ("Losses") suffered or incurred by such Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawNevertheless, under no circumstances will Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any of Bank Indemnitees’ status as a holder of record of Customer’s Securities; provided that, to the extent practicable, Bank uses reasonable care to provide prompt notice to Customer of the circumstances and all pertinent facts related to the claim for indemnification. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate Nevertheless, under no circumstances will Customer be liable for any Liability for indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by Bank, whether or not foreseeable and regardless of the type of action in which indemnity is sought hereunder (providedsuch a claim may be brought, however, that reasonable expenses incurred with respect to such mitigation the Accounts, or Customer’s performance or non-performance under this Agreement. The Customer and the Bank agree that the obligations of the Customer under this Agreement shall not be Liabilities subject to indemnification hereunder)binding upon any of the directors/trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the series of the Customer, individually, but are binding only upon the assets and property of the Customer. (d) Subject The party seeking indemnification under this Agreement (the “Indemnified Party”) agrees to give prompt notice to the party from whom indemnity is sought (the “Indemnifying Party”) of the assertion of any obligation claim, or the commencement of any suit, action or proceeding (“Claim”) in respect of which indemnity may be sought under this Agreement and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party. If Customer acknowledges in writing that Bank is entitled to indemnification, the Customer shall have the option to defend Bank against any claim which may be the subject of this indemnification, and in the event that the Customer so elects, it will so notify Bank, and thereupon Customer shall take over complete defense of the claim. In the event Customer elects to assume the control of the defense of the claim, Bank may participate in such proceeding and retain additional counsel but shall bear all fees and expenses of such retention of such counsel, unless (i) Customer shall have specifically authorized the retention of such counsel, or (ii) if Customer and Bank agree that the retention of such counsel is required as a result of a conflict of interest. In the event Customer assumes control of any proceeding, Customer shall keep Bank notified of the progress of such proceeding and, upon request, consult with Bank and counsel. Customer will, upon request by Bank, either pay in the first instance or reimburse Bank for any expense subject to indemnity hereunder. Customer shall not settle or compromise any proceeding without the prior written consent of Bank unless (i) such settlement or compromise involves no admission of guilt, wrongdoing, or misconduct by Bank, (ii) such settlement or compromise does not impose any obligations or restrictions on Bank other than obligations to pay money that are subject to indemnity under this Agreement, (iii) such settlement or compromise involves no injunctive or other equitable relief against the Bank and would not otherwise materially and adversely affect (A) the business, financial condition or results of operations of the Bank and (B) the Bank’s method of doing business, and (iv) Customer shall have paid or made arrangements satisfactory to Bank for payment of amounts payable by Bank in connection with such settlement. Bank shall in no case confess any claim or make any compromise in any case which Customer will be asked to indemnify Bank except with respect the Customer’s prior written consent. Bank shall be entitled to amounts claimed by third partiesrely on and may act upon advice of counsel (who may be counsel for the Customer) on all matters, Customer and shall have no be without liability whatsoever for any consequential, special, indirect action reasonably taken or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as omitted pursuant to the possibility of the same and regardless of the form of actionsuch advice. (e) Without limiting Subsections 7.1 (a) or (b)Customer agrees that Bank provides no service in relation to, Bank shall have and therefore has no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith except to verify that such Instructions have been given by Authorized Persons or which are transmitted instruction is authorized in accordance with proper testing or authentication pursuant to terms and conditions that Bank may specifySection 3.2; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Cus­tomer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care as a professional custodian for hire in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not be obligated to indemnify Customer for any loss of Financial Assets received for, and credited to the Securities Account resulting from (i) the negligence, dishonesty or willful misconduct of Bank or Bank’s officers, employees or agents retained by Bank to hold such Financial Assets or (ii) burglary, robbery, hold-up, theft or mysterious disappearance, including loss by damage or destruction. In the event of a loss of Financial Assets in the Securities Account for which Bank is required to indemnify Customer pursuant to the immediately preceding sentence, at Bank’s option, Bank shall promptly replace such Financial Assets (by among other means posting appropriate security or bond with the issuer(s) of such Financial Assets and obtaining their reissue) or the value thereof (determined based upon the market value of the Financial Assets which are the subject of such loss as of the date of the discovery of such loss) and the value of any loss of rights or privileges resulting from the loss of such Financial Assets. The foregoing indemnity shall be Bank’s exclusive liability to Customer for Bank’s loss of Financial Assets from the Securities Account. (c) In all other respects, Bank will be liable for Customer’s direct damages to the extent they result from Bank’s negligence, dishonesty or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances will Bank be liable under any circumstances this Agreement for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's ’s performance hereunder or Bank's ’s role as custodian. (cd) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud fraud, dishonesty or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect question or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses ("Losses") suffered or incurred by Customer resulting such Customerresulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys' fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's performance hereunder hereunder, or Bank's role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee's status as a holder of record of Customer's Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship 15 established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (ec) Without limiting Subsections 7.1 (a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's Bank s negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)) . Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's Bank s performance hereunder or Bank's Bank s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's Bank s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)) . (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's Bank s negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)) .

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for the Customer’s direct damages to the extent they result from Bank’s fraud, negligence or willful misconduct in performing Table of Contents its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify agrees that Bank with respect to amounts claimed by third parties, Customer shall have provides no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited service in relation to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer therefore has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's ’s performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify question or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitee’s status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Customer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 Sections 7.1(a), (ab) or (b)c) of this Agreement, Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s fraud, negligence, willful misconduct or bad faith in performing, or failing to perform, its duties as set out in this Agreement. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify or (ii) any Bank Indemnitee under Indemnitees’ status as a holder of record of Customer’s Financial Assets provided that Bank uses reasonable care to provide prompt notice to Customer of the preceding sentence with respect circumstances and all pertinent facts related to any Liability the claim for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)indemnification. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; ; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; ; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security Security other than as provided in Section 2.7(b) of this Agreement; or (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (fe) If Customer acknowledges in writing that Bank shall indemnify is entitled to indemnification, the Customer from and shall have the option to defend Bank against any and all Liabilities claim which may be imposed onthe subject of this indemnification, incurred by, or asserted against and in the event that the Customer resulting directly either from so elects, it will so notify Bank's negligence, bad faithand thereupon Customer shall take over complete defense of the claim. In the event Customer elects to assume the control of the defense of the claim, fraud or willful misconduct Bank may participate in the performance such proceeding and retain additional counsel but shall bear all fees and expenses of its obligations or duties hereundersuch retention of such counsel, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that unless (i) Customer specifically authorized the retention of such counsel, or (ii) if Customer and Bank agree that the retention of such counsel is required as a result of a conflict of interest. In the event Customer assumes control of any proceeding, Customer shall keep Bank notified of the progress of such proceeding and, upon request, consult with Bank and counsel. Customer will, upon request by Bank, either pay in the first instance or reimburse Bank for any expense subject to indemnity hereunder. Customer shall not settle or compromise any proceeding without the prior written consent of Bank unless (i) such settlement or compromise involves no event shall the admission of guilt, wrongdoing, or misconduct by Bank, (ii) such settlement or compromise does not impose any obligations or restrictions on Bank be obliged other than obligations to indemnify Customer from against any Liability (or any claim for a Liability) pay money that are subject to the extent such Liability is described in clause 7.1(b) indemnity under this Agreement and (iiiii) the Customer shall use all commercially reasonable efforts have paid or made arrangements satisfactory to mitigate Bank for payment of amounts payable by Bank in connection with such settlement. Bank shall in no case confess any Liability for claim or make any compromise in any case in which indemnity is sought hereunder (provided, however, that reasonable expenses incurred Customer will be asked to indemnify Bank except with respect to such mitigation shall be Liabilities subject to indemnification hereunder)the Customer’s prior written consent.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer's direct damages to the extent they result from Bank's negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a) or breach of any warranty or representation made under this Agreement. In the event of such negligence or willful misconduct the liability of the Bank in connection with the loss or damage will not exceed (i) the lesser of the current replacement cost of any Financial Assets or the market value of the Financial Assets to which such loss or damage relates at the time the Customer reasonably should have been aware of such negligence or willful misconduct, plus (ii) compensatory interest up to that time at the rate applicable to the base currency of the Customers' Cash Account. Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's performance hereunder hereunder, or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees to the extent in connection with ============== or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any action or omission taken by Bank or such Bank Indemnitees in accordance with ============================ ============================================= any Instructions or other directions of Customer on which Bank is authorized ===================================== ============================= hereunder to rely. Nevertheless, Customer shall will not be obligated to indemnify ================= any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this AgreementNorwest shall, Bank shall exercise reasonable careat all times, prudence and diligence act in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), good faith and shall be liable use whatever methods it deems appropriate to Customer for any and ensure the accuracy of all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care services performed under this Agreement. (b) Bank . Norwest shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred non-negligent action taken in good faith and reasonably believed by any person, whether or not foreseeable and regardless of Norwest to be within the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred powers conferred upon it by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank The Trust shall indemnify the Customer Norwest and hold it harmless from and against any and all Liabilities which may be imposed onlosses, incurred byclaims, damages, liabilities or expenses (including reasonable expenses for legal counsel) arising directly or indirectly out of or in connection with this Agreement; provided such loss, claim, damage, liability or expense is not the direct result of Norwest's negligence or willful misconduct, and provided further that Norwest shall give the Trust notice and reasonable opportunity to defend against any such loss, claim, damage, liability or expense in the name of the Trust or Norwest, or asserted against both. The Trust will be entitled to assume the Customer resulting directly either from Bank's negligencedefense of any suit brought to enforce any such claim or demand, bad faithand to retain counsel of good standing chosen by the Trust and approved by Norwest, fraud such approval not to be unreasonably withheld. In the event the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by Norwest, the defendant or willful misconduct defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Norwest does not approve of counsel chosen by the Trust or Norwest has been advised that it may have available defenses or claims which are not available or conflict with those available to the Trust, the Trust will reimburse Norwest, its officers or directors or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Norwest or them. Norwest may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limiting the foregoing: (a) Norwest may rely upon the advice of the Trust or counsel to the Trust or Norwest, and upon statements of accountants, brokers and other persons believed by Norwest in good faith to be expert in the performance matters upon which are consulted. Norwest shall not be liable for any action taken in good faith reliance upon such advice or statements; (b) Norwest shall not be liable for any action reasonably taken in good faith reliance upon any Written Instructions or certified copy of its obligations or duties hereunder, or from any act or omission by a Subcustodian in resolution of the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (Board; provided, however, that reasonable expenses incurred with respect upon receipt of a Written Instruction countermanding a prior Instruction that has not been fully executed by Norwest, Norwest shall verify the content of the second Instruction and honor it, to the extent possible. Norwest may rely upon the genuineness of any such mitigation document, or copy thereof, reasonably believed by Norwest in good faith to have been validly executed; (c) Norwest may rely, and shall be Liabilities subject protected by the Trust in acting, upon any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other paper or document reasonably believed by it in good faith to indemnification hereunder).be genuine and to have been signed or presented by the proper party or parties; and

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section Sections 5.2 or 5.3(a) of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank The Sub-Advisor shall exercise reasonable care, prudence due care and diligence and use the same skill and care in carrying out all providing its services hereunder as it uses in providing services to other investment companies, accounts and customers, but shall not be liable for any action taken or omitted by the Sub-Advisor in the absence of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligencebad faith, willful misconduct, gross negligence or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation reckless disregard of this Agreement with respect to any matter as to which it has satisfied the standard of care its duties under this Agreement. Notwithstanding the foregoing, Relevant Law impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Trust, the Fund or any shareholder of the Fund may have under any Relevant Law whose applicability is not permitted to be contractually waived. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly The Sub-Advisor shall indemnify the Bank Indemnitees Trust, the Advisor and each of their respective affiliates, agents, control persons, directors, members of the Board, officers, employees and shareholders (the “Advisor Indemnified Parties”) against, and hold them harmless from, any Liabilities that may be imposed oncosts, incurred by expense, claim, loss, liability, judgment, fine, settlement or asserted against any of the Bank Indemnitees in connection with or damage (including reasonable legal and other expenses) (collectively, “Losses”) arising out of Bank's any claim, demands, actions, suits or proceedings (civil, criminal, administrative or investigative) asserted or threatened to be asserted by any third party (collectively, “Proceedings”) in so far as such Loss (or actions with respect thereto) arises out of or is based upon (i) any material misstatement or omission of a material fact in information regarding the Sub-Advisor furnished to the Advisor in writing by the Sub-Advisor for use in the Fund’s Prospectus, registration statement, proxy materials or reports filed with the SEC; or (ii) the bad faith, willful misconduct, gross negligence, or reckless disregard of obligations or duties of the Sub-Advisor in the performance of its duties under this Agreement (collectively, “Disabling Conduct”). (c) The Advisor shall indemnify the Sub-Advisor and the Sub-Advisor’s officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Sub-Advisor (collectively, the “Sub-Advisor Indemnified Parties”) against, and hold such Sub-Advisor Indemnified Parties harmless from, any and all Losses (or actions with respect thereto) from any Proceedings arising out of or based upon the bad faith, willful misconduct, gross negligence, or reckless disregard of obligations or duties of the Advisor in the performance of its duties under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject Without limiting the foregoing, the Sub-Advisor shall not be liable to the Advisor, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any obligation Customer may have acts of the Advisor or any other sub-advisor to indemnify Bank the Fund with respect to amounts claimed the portion of the assets of the Fund not managed by third partiesthe Sub-Advisor and (ii) acts of the Sub-Advisor which result from or are based upon acts of the Advisor, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered a failure of the Advisor to provide accurate and current information with respect to any records maintained by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as Advisor or any other sub-advisor to the possibility Fund, which records are not also maintained by the Sub-Advisor or, to the extent such records relate to the portion of the same and regardless assets managed by the Sub-Advisor, otherwise available to the Sub-Advisor upon reasonable request, provided, in all cases, that the liability was not attributable to the Sub-Advisor’s willful misconduct, gross negligence or reckless disregard of the form of actionits duties under this Agreement. (e) Without limiting Subsections 7.1 (a) or (b), Bank The Sub-Advisor shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given not be deemed by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) virtue of this Agreement; (iv) except as otherwise expressly required herein, evaluate Agreement to have made any representation or report to Customer warranty that any level of investment performance or an Authorized Person regarding the financial condition level of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank)investment results will be achieved. (f) Bank For the avoidance of doubt, neither the holders of shares of the Fund nor the members of the Board of Trustees shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly personally liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Agreement.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by such Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, ’s negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of of, the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (ec) Without limiting Subsections 7.1 (a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise The Custodian will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)Agreement. Unless otherwise specified or required by Applicable Law, Bank shall The Custodian will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not The Custodian will be liable to the Trust for Damages of the Trust Indemnitees to the extent such Damages result from the Custodian’s negligence, fraud or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will the Custodian be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profitsprofits or business) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of (i) the type of action in which such a claim may be brought, with respect (ii) the Custodian’s performance under this Agreement, or (iii) the Custodian’s role as a service provider to the Accounts or Bank's performance hereunder or Bank's role as custodianTrust. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall The Trust will indemnify the Bank Custodian Indemnitees against, and hold them harmless from, any Liabilities Damages that may be imposed on, incurred by or asserted against any of the Bank Custodian Indemnitees in connection with or arising out of Bank's (i) the Custodian’s performance under this Agreement, provided that the Bank Custodian Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities Damages in question. Nevertheless, Customer shall not be obligated to indemnify question or (ii) any Bank Indemnitee under Custodian Indemnitees’ status as a holder of record of the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Customer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall have the Trust and the Sponsor agree that the Custodian provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to Customer the the Trust, the Sponsor or an any Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; ; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; and (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer the Trust, the Sponsor or an any Authorized Person regarding the financial condition of any broker, agent or other party to which Bank the Custodian is instructed to deliver Financial Assets or cash; or (v. For the avoidance of doubt, nothing contained in this Section 7.1(d) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject deemed to indemnification hereunder)restrict or limit the obligations of X.X. Xxxxxx Xxxxx Bank, N.A. as Administrative Agent under the Master Terms Addendum.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer's direct damages to the extent they result from Bank's bad faith, negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's performance hereunder or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify question or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitee's status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Customer's Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise Custodian will use commercially reasonable care, prudence and diligence efforts in carrying out all of its duties and performing their obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. i. Subject to the terms of this Agreement, Custodian shall not be responsible for any loss or damage suffered by Account Holder as a result of the Custodian performing such duties unless the same results from an act of fraud, willful default or gross negligence on the part of the Custodian. In such event the liability of the Custodian in connection with the asset/investment so affected by the Custodian’s fraud, willful default or gross negligence shall not exceed the market value (bas determined by the Custodian in any reasonable commercial manner) Bank of such asset/investment at the time when Account Owner discovers such fraud, willful default or gross negligence. ii. Custodian will be entitled to rely on and may act upon the advice of legal counsel and accountants or other agents with expertise in the relevant area, in relation to matters of law, regulation or market practice, and shall not be liable to Account Owner under any circumstances this Agreement for any indirectaction taken or omitted pursuant to such advice, provided that Custodian has acted in good faith and with commercially reasonable efforts. iii. Custodian shall not, save as stated in Section 8.1 d.) i.) above, be responsible for the title, validity or genuineness of any asset/ investment (or any evidence of title thereto) received or delivered by it pursuant to this Agreement. iv. Neither Custodian nor its affiliates shall be liable for any consequential, incidental, consequential exemplary, punitive, special or special damages (including, without limitation, lost profits) of any form incurred by any personindirect damages, whether or not foreseeable and regardless the likelihood of the type of action in which such a claim may be brought, with respect to the Accounts damages was known by Custodian or Bank's performance hereunder or Bank's role as custodianits affiliates. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer v. Custodian shall not be obligated liable to indemnify the Account Owner for any Bank Indemnitee under statements, representations, actions or inactions of any salesperson, broker or other third party provider of the preceding sentence with respect to any Liability investment purchased for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)IRA. (d) Subject to any obligation Customer vi. The Custodian may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against take any and all Liabilities other actions which in its judgment may be imposed on, incurred by, necessary or asserted against appropriate for the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in proper administration of the assets of the IRA Account. In the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in and responsibilities under this Agreement the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards Custodian may employ such agents and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) vendors as it feels appropriate without notice to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Account Owner.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer and JPMFM for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by such Customer and JPMFM resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, ’s negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer and JPMFM for all Losses representing reasonable costs and expenses incurred by such Customer or JPMFM in connection with any claim by such Customer or JPMFM against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer or JPMFM in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer and/or JPMFM have recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this AgreementAgreement or for fees payable by JPMFM under section 4.2. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (ec) Without limiting Subsections 7.1 (a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Cus­tomer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by Customer resulting such Customerresulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, ’s negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action.. Investment Company Rider to Global Custody Agreement 15 (ec) Without limiting Subsections 7.1 (a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s fraud, negligence, or willful misconduct in performing its duties as set out in this Agreement. In addition, Bank shall be liable to Customer for all Liabilities representing reasonable costs and expenses incurred by Customer in connection with any claim by Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that Customer has recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitees’ status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Customer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; ; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; ; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security Security other than as provided in Section 2.7(b) of this Agreement; or (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Form Domestic Custody Agreement (NY) February 28, 2007 J.P.Xxxxxx Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)Agreement. Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not be liable for Customer's direct damages to the extent they result from Bank's negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided for in Section 5.2(a). Nevertheless, under any no circumstances shall Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's its role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmlesss from, an Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence sentences with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise The Custodian will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)Agreement. Unless otherwise specified or required by Applicable Law, Bank shall The Custodian will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not The Custodian will be liable for Customer's or the Collateral Agent's direct damages to the extent they result from the Custodian's gross negligence, fraud or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will the Custodian be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to any Included Account, the Accounts or BankCustodian's performance hereunder hereunder, or Bankthe Custodian's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Custodian Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Custodian Indemnitees in connection with or arising out of Bank(i) the Custodian's performance under this Agreement, provided the Bank Custodian Indemnitees have not acted with gross negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Custodian Indemnitee's status as a holder of record of Customer's Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Custodian Indemnitee under the preceding sentence with respect to any Liability for which Bank the Custodian is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank Custodian shall exercise reasonable care, prudence and diligence due care in carrying out all of performing its duties and obligations under this Agreement (except and shall give Securities and Cash the same care and safeguards as are afforded similar property owned by Custodian. Custodian shall exercise the due care expected of a professional custodian for hire with respect to the extent Applicable Law provides for a higher standard of care, Securities and Cash in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered Custodian’s possession or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)control. Unless otherwise specified or required by Applicable Law, Bank shall Custodian will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementdue care. (b) Bank Custodian shall not be liable under any circumstances for any indirect, incidental, consequential or special Treasurer’s direct damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts extent they result from Custodian’s negligence or Bank's performance hereunder or Bank's role willful misconduct in performing its duties, as custodianset out in this Agreement and to the extent provided in Section 5.2. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly Custodian Indemnities shall indemnify the Bank Indemnitees against, and hold them harmless from, have no liability for any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees Custodian Indemnities in connection with or arising out of Bank's of: (i) Custodian’s performance under this Agreement, provided the Bank Indemnitees Custodian Indemnities have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify ; or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Custodian Indemnitys’ status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Treasurer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank Custodian shall have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer Treasurer, Beneficial Owner or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Treasurer, Beneficial Owner or an Authorized Person regarding any default in the payment of principal or income of any security Security other than as provided in Section 2.7(b2.5(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer Treasurer, Beneficial Owner or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank Custodian is instructed to deliver Financial Assets or cashCash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer Treasurer, Beneficial Owner or its Authorized Persons Person issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by BankCustodian). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision Indemnification - The Custodian shall be held only to the exercise of this Agreement, Bank shall exercise reasonable care, prudence care and diligence in carrying out the provisions of this Agreement, provided that the Custodian shall not thereby be require to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. The Fund agrees to indemnify and hold harmless the Custodian and its nominees from all claims and liabilities (including counsel fees) incurred or assessed against it or its nominees in connection with the performance of this Agreement, except such as may arise from its duties and obligations under this Agreement (except to or its nominee's breach of the extent Applicable Law provides for a higher relevant standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's role as custodian. (c) Subject to the limitations conduct set forth in this Agreement. Without limiting the foregoing indemnification obligation of the Fund, each Customer severally and not jointly shall the Fund agrees to indemnify the Bank Indemnitees againstCustodian and any nominee in whose name portfolio securities or other property of the Fund is registered against any liability the Custodian or such nominee may incur by reason of taxes assessed to the Custodian or such nominee or other costs, and hold them harmless from, any Liabilities that may be imposed on, liability or expense incurred by the Custodian or asserted against any such nominee resulting directly or indirectly from the fact that portfolio securities or other property of the Bank Indemnitees Fund is registered in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility name of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) Custodian or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in nominee. In no event shall the Bank be obliged to indemnify Customer from against any Liability (Custodian incur liability under this Agreement if the Custodian or any claim for a Liability) Subcustodian, Securities System, Foreign Depository, Banking Institution or any agent or entity utilized by any of them is prevented, forbidden or delayed from performing, or omits to the extent such Liability is described in clause 7.1(b) perform, any act or thing which this Agreement and provides shall be performed or omitted to be performed, by reason of (i) any Sovereign Risk or (ii) any provision of any present or future law or regulation or order of the Customer United States of America or any state thereof, or of any foreign country or political subdivision thereof, or of any securities depository or clearing agency which operates a central system for handling of securities or equivalent book-entries in a country or which operates a transnational system for the central handling of securities or equivalent book-entries, or (iii) any provision of any order or judgment of any court of competent jurisdiction. A "Sovereign Risk" shall use all commercially reasonable efforts to mitigate mean nationalization, expropriation, devaluation, revaluation, confiscation, seizure, cancellation, destruction or similar action by any Liability for which indemnity is sought hereunder (providedgovernmental authority, howeverde facto or de jure; or enactment, that reasonable expenses incurred with respect to promulgation, imposition or enforcement by any such mitigation shall be Liabilities subject to indemnification hereunder)governmental authority of currency restrictions, exchange controls, taxes, levies or other charges affecting the Fund's property; or acts of war, terrorism, insurrection or revolution; or any other act or event beyond the Custodian's control.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a) or breach of any warranty or representation made under this Agreement. In the event of such negligence or willful misconduct the liability of the Bank in connection with the loss or damage will not exceed (i) the lesser of the current replacement cost of any Financial Assets or the market value of the Financial Assets to which such loss or damage relates at the time the Customer reasonably should have been aware of such negligence or willful misconduct, plus (ii) compensatory interest up to that time at the rate applicable to the base currency of the Customers’ Cash Account. Nevertheless, under no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees to the extent in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any action or omission taken by Bank or such Bank Indemnitees in accordance with any Instructions or other directions of Customeron which Bank is authorized hereunder to rely. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, except as provided in Section 3.2, provided that Bank believes in good faith that such the Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specifynot clearly incorrect on their face; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as may otherwise expressly be required hereinby Sections 2.16 or 2.17, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed by an Authorized Person to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (fe) Promptly after receipt by Bank shall indemnify of notice of commencement of any action, Bank will, if a claim in respect thereof is made against Customer under this Agreement, notify Customer of the commencement thereof; but the omission so to notify Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or will not relieve it from any act or omission by a Subcustodian in liability which it may have to Customer otherwise than under this Agreement. In case any such action is brought against Bank, and it notified Customer of the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2commencement thereof, taking into account the standards and market practice prevailing in the relevant marketCustomer will be entitled to participate therein and, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent that Customer may wish, assume the defense thereof; provided, that in the case of any claim that Bank deems significant, Bank shall have the right to consent to Customer’s choice of counsel in its defense of such Liability is described in clause 7.1(b) this Agreement action, such consent not to be unreasonably withheld. After notice from Customer of Customer’s intention to assume the defense of an action, Bank shall bear the expenses of any additional counsel obtained by Bank, and (ii) the Customer shall use all commercially not be liable to Bank under this section for any legal or other expenses subsequently incurred by Bank in connection with the defense thereof other than reasonable efforts costs of investigation. Bank shall in no case confess any claim or make any compromise in any case in which Customer is asked to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred indemnify Bank except with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Customer’s prior written consent.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement. Investment Company Rider to Global Custody Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section Sections 5.2 or 5.3(a) of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer and JPMFM for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by such Customer and JPMFM resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, ’s negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer and JPMFM for all Losses representing reasonable costs and expenses incurred by such Customer or JPMFM in connection with any claim by such Customer or JPMFM against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer or JPMFM in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer and/or JPMFM have recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this AgreementAgreement or for fees payable by JPMFM under section 4.2. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (ec) Without limiting Subsections 7.1 (a7.1(a) or (b), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s and Fund’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject Customer and Fund agree, jointly and severally, to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s or Fund’s Financial Assets. Nevertheless, neither Customer shall not nor Fund will be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer Customer, Fund or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Customer, Fund or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer Customer, Fund or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer Customer, Fund or its their Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any Bank will maintain records of Customer’s Financial Assets and cash and its activities hereunder in a manner intended to enable Customer to comply with Section 31 and other provision recordkeeping provisions of this Agreement, the 1940 Act and the rules and regulations thereunder. Bank acknowledges and agrees that such records are the property of Customer. Bank shall exercise provide copies of all or a portion of such records to Customer promptly upon request. Bank will use reasonable care, prudence care and diligence good faith under the facts and circumstances prevailing in carrying out all the market where the performance of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of is effected. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard standards set forth in Sections 2.15 and 2.16 and its obligation of reasonable care under this Agreementand good faith. (b) Bank will be liable for Customer’s Liabilities to the extent they result from (i) negligence, bad faith or willful misconduct of Bank, or any of its officers, partners, employees or agents, in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a), (ii) breach of any warranty or representation made under this Agreement or (iii) violation of Applicable Law. In the event of a loss of Financial Assets for which loss Bank is responsible under the terms of this Agreement, Bank shall replace such Financial Asset, or in the event that such replacement cannot be effected, Bank shall pay to Customer the fair market value of such Financial Asset based on the last available price as of the time such loss was discovered or at such other prior time as it can be determined that the loss actually occurred. Nevertheless, under no circumstances will Bank be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and even if Bank has been advised of the possibility of such damages, and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees to the extent in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not breached its obligations hereunder, or acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any action or omission taken by Bank or such Bank Indemnitees in accordance with any Instructions or other directions of Customer on which Bank is authorized hereunder to rely. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 or 7.1 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 Sub-sections 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, except as provided in Section 3.2, provided that Bank believes in good faith that such the Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specifynot clearly incorrect on their face; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b2.6(b) of this Agreement; (iv) except as may otherwise expressly be required hereinby Sections 2.15 or 2.16, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed by an Authorized Person to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (fe) Bank shall will indemnify the Customer from Indemnitees against, and against hold them harmless from, any and all Liabilities which that may be imposed on, incurred by, by or asserted against any of the Customer Indemnitees to the extent directly resulting directly either from Bank's (i) any Bank Indemnitee’s negligence, bad faith, fraud or willful misconduct in Bank’s performance under this Agreement in connection with the performance of its obligations Liabilities in question or duties hereunder, or from (ii) any act action or omission taken by a Subcustodian Bank or such Bank Indemnitees not in the performance accordance with any Instructions or other directions of its subcustodial obligations or duties hereunder for Customer on which Bank is expressly liable under Section 5.2, taking into account authorized hereunder to rely. (f) Promptly after receipt by one party (the standards and market practice prevailing in the relevant market, provided “indemnified party”) hereto of notice of commencement of any action that (i) in no event shall the Bank may be obliged to indemnify Customer from against any Liability (or any subject of a claim for a Liabilityindemnification hereunder, such indemnified party will notify the other party (the “indemnifying party”) of the commencement thereof; but the omission so to notify such indemnifying party will not relieve such indemnifying party from any liability which it may have otherwise than under this Agreement. If any such action is brought against an indemnified party, and it has notified the indemnifying party of the commencement thereof, such indemnifying party will be entitled to participate therein and, to the extent that such Liability is described in clause 7.1(b) this Agreement and (ii) indemnifying party may wish, assume the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (defense thereof; provided, howeverthat in the case of any claim that an indemnified party deems significant, that such indemnified party shall have the right to consent to the indemnifying party’s choice of counsel in its defense of such action, such consent not to be unreasonably withheld. After notice from an indemnifying party of its intention to assume the defense of an action, the indemnified party shall bear the expenses of any additional counsel obtained by it, and the indemnifying party shall not be liable to the indemnified party under this section for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable expenses incurred costs of investigation. The indemnified party shall in no case confess any claim or make any compromise in any case in which an indemnifying party is asked to indemnify an indemnified party except with respect to such mitigation shall be Liabilities subject to indemnification hereunder)the indemnifying party’s prior written consent.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise Custodian will use commercially reasonable care, prudence and diligence efforts in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank Subject to the terms of this Agreement, Custodian shall not be liable under any circumstances responsible for any indirectloss or damage suffered by Client or Account Holder as a result of the Custodian performing such duties unless the same results from an act of fraud, incidentalwillful default or gross negligence on the part of the Custodian. In such event the liability of the Custodian in connection with the Custodial Coins or Fiat Account so affected by the Custodian’s fraud, consequential willful default or special damages gross negligence shall not exceed the market value (including, without limitation, lost profitsas determined by the Custodian in any reasonable commercial manner) of any form incurred by any personsuch Custodial Coins or Fiat Account at the time when Client discovers such fraud, whether willful default or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's role as custodiangross negligence. (c) Subject Custodian will be entitled to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees againstrely on, and hold them harmless frommay act upon the advice of, any Liabilities that may be imposed onlegal counsel and accountants with expertise in the relevant area, incurred by in relation to matters of law, regulation or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreementmarket practice, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer and shall not be obligated liable to indemnify Client under this Agreement for any Bank Indemnitee under the preceding sentence action taken or omitted pursuant to such advice, provided that Custodian has acted in good faith and with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)efforts. (d) Subject to Custodian shall not, save as stated in Section 3(b) above, be responsible for the title, validity or genuineness of any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless Custodial Coins, or fiat currency (or any evidence of the form of actiontitle thereto) received or delivered by it pursuant to this Agreement. (e) Without limiting Subsections 7.1 (a) Custodian is not acting under this Agreement as manager or (b)investment adviser to the Client, Bank and responsibility for the selection, acquisition and disposal of the Custodial Coins and any fiat currency remains with the Client at all times. Custodian shall have no duty obligation to explain or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income warn of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate risks taken or report to Customer or an Authorized Person regarding be taken by the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank)Client. (f) Bank Neither Custodian nor its affiliates shall indemnify be liable for any consequential, incidental, exemplary, punitive, special or indirect damages, whether or not the Customer from and against any and all Liabilities which may be imposed on, incurred by, likelihood of such damages was known by Custodian or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by affiliates. (g) Each party shall have a Subcustodian in the performance of its subcustodial obligations or duties hereunder duty to reasonably mitigate damages for which Bank is expressly liable under the other party may become responsible. (h) This Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event 3 shall the Bank be obliged to indemnify Customer from against any Liability (survive termination or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) expiration of this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Agreement.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of accordance with prevailing industry standards applicable to custodians for open-end management investment companies registered under the 1940 Act in performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for the Customer’s direct damages to the extent they result from Bank’s fraud, negligence or willful misconduct in performing its duties as set out in this Agreement or from Bank’s breach of the standard of care in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance under this Agreement, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each The Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct misconduct, violated Applicable Law (excluding any violation of Applicable Law resulting from any act or omission by Bank Indemnitees pursuant to an Instruction) relating to Bank’s duties as custodian under this Agreement, or breached the standard of care of this Agreement in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts endeavours to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 Sections 7.1(a), (ab) or (bc), Customer agrees that Bank shall have provides no service in relation to, and therefore has no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; or (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) No shareholder of the Customer or Bank or any trustee, officer, employee or agent of the Customer, shall be subject to claims against or obligations of the Customer or Bank, as the case may be, to any extent whatsoever. Customer and Bank agree that the obligations assumed by a particular Customer under this Agreement shall be limited in all cases to that particular Customer. It is agreed that Customer and Bank shall indemnify not seek satisfaction of any such obligation from the shareholders or any shareholder of the Customer or from and against any and all Liabilities which may be imposed on, incurred by, or asserted against other series of the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunderCustomer, or from any act trustee, officer, employee or omission by a Subcustodian in agent of the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for series thereof). Bank understands and agrees that the rights and obligations of a Liability) to series are separate and distinct from those of any and all other series of the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Customer.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personan person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided that the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) solely out of Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts Investment Company Rider to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).Global Custody Agreement (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this AgreementNorwest shall, Bank shall exercise reasonable careat all times, prudence and diligence act in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), good faith and shall be liable use whatever methods it deems appropriate to Customer for any and ensure the accuracy of all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care services performed under this Agreement. (b) Bank . Norwest shall not be liable under any circumstances for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred non-negligent action taken in good faith and reasonably believed by any person, whether or not foreseeable and regardless of Norwest to be within the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred powers conferred upon it by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank The Trust shall indemnify the Customer Norwest and hold it harmless from and against any and all Liabilities which may be imposed onlosses, incurred byclaims, damages, liabilities or expenses (including reasonable expenses for legal counsel) arising directly or indirectly out of or in connection with this Agreement; provided such loss, claim, damage, liability or expense is not the direct result of Norwest's negligence or willful misconduct, and provided further that Norwest shall give the Trust notice and reasonable opportunity to defend against any such loss, claim, damage, liability or expense in the name of the Trust or Norwest, or asserted against both. The Trust will be entitled to assume the Customer resulting directly either from Bank's negligencedefense of any suit brought to enforce any such claim or demand, bad faithand to retain counsel of good standing chosen by the Trust and approved by Norwest, fraud such approval not to be unreasonably withheld. In the event the Trust does elect to assume the defense of any such suit and retain counsel of good standing approved by Norwest, the defendant or willful misconduct defendants in such suit shall bear the fees and expenses of any additional counsel retained by any of them; but in case the Trust does not elect to assume the defense of any such suit, or in case Norwest does not approve of counsel chosen by the Trust or Norwest has been advised that it may have available defenses or claims which are not available or conflict with those available to the Trust, the Trust will reimburse Norwest, its officers or directors or the controlling person or persons named as defendant or defendants in such suit, for the fees and expenses of any counsel retained by Norwest or them. Norwest may, at any time, waive its right to indemnification hereunder and assume its own defense. Without limiting the foregoing: (a) Norwest may rely upon the advice of the Trust or counsel to the Trust or Norwest, and upon statements of accountants, brokers and other persons believed by Norwest in good faith to be expert in the performance matters upon which are consulted. Norwest shall not be liable for any action taken in good faith reliance upon such advice or statements; (b) Norwest shall not be liable for any action reasonably taken in good faith reliance upon any Written Instructions or certified copy of its obligations or duties hereunder, or from any act or omission by a Subcustodian in resolution of the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (Board; provided, however, that reasonable expenses incurred upon receipt of a Written Instruction countermanding a prior Instruction that has not been fully executed by Norwest, Norwest shall verify the content of the second Instruction and honor it, to the extent possible. Norwest may rely upon the genuineness of any such document, or copy thereof, reasonably believed by Norwest in good faith to have been validly executed; (c) Norwest may rely, and shall be protected by the Trust in acting, upon any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other paper or document reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties; and (d) Norwest may, with the consent of the Trust, subcontract the performance of all, or any portion of, the services to be provided hereunder with respect to any Shareholder or group of Shareholders to any Processing Organization or agent of Norwest and may reimburse any such mitigation shall be Liabilities subject Processing Organization or agent for the services it performs; provided that no such reimbursement will increase the amount payable by the Trust pursuant to indemnification hereunder)this Agreement.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer's direct damages to the extent they result from Bank's negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's performance hereunder hereunder, or Bank's role as custodian. (c) Subject to Customer on behalf of the limitations set forth in this Agreement, each Customer severally and not jointly shall Fund will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee's status as a holder of record of Customer's Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections Subsection 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank Custodian shall exercise reasonable care, prudence and diligence due care in carrying out all of performing its duties and obligations under this Agreement (except and shall give Securities and Cash the same care and safeguards as are afforded similar property owned by Custodian. Custodian shall exercise the due care expected of a professional custodian for hire with respect to the extent Applicable Law provides for a higher standard of care, Securities and Cash in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered Custodian’s possession or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)control. Unless otherwise specified or required by Applicable Law, Bank shall Custodian will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementdue care. (b) Bank Custodian shall not be liable under any circumstances for any indirect, incidental, consequential or special Treasurer’s direct damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts extent they result from Custodian’s negligence or Bank's performance hereunder or Bank's role willful misconduct in performing its duties, as custodianset out in this Agreement and to the extent provided in Section 5.2. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly Custodian Indemnities shall indemnify the Bank Indemnitees against, and hold them harmless from, have no liability for any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees Custodian Indemnities in connection with or arising out of Bank's of: (i) Custodian’s performance under this Agreement, provided the Bank Indemnitees Custodian Indemnities have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify ; or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Custodian Indemnitys’ status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Treasurer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank Custodian shall have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer Treasurer, Beneficial Owner or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer Treasurer, Beneficial Owner or an Authorized Person regarding any default in the payment of principal or income of any security Security other than as provided in Section 2.7(b2.6(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer Treasurer, Beneficial Owner or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank Custodian is instructed to deliver Financial Assets or cashCash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer Treasurer, Beneficial Owner or its Authorized Persons Person issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by BankCustodian). (fe) Bank The holding of Financial Assets and Cash in foreign jurisdictions may involve risks of loss or other special considerations. Custodian will not be liable for any loss that results from the general risks of investing or Country Risk. Custodian shall indemnify the Customer provide to Treasurer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of time to time market updates as it provides to its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)customers generally.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a)Agreement. Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not be liable for Customer’s direct Liabilities to the extent they result from Bank’s negligence, fraud or willful misconduct in performing its duties as set out in this Agreement and to the extent provided for in Section 5.2(a). Nevertheless, under any no circumstances shall Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's ’s performance hereunder or Bank's its role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall have no duty or responsibility to: : (i) question Instructions that it reasonably believes to be from an Authorized Person or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer’s direct damages to the extent they result from Bank’s bad faith, negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's ’s performance hereunder or Bank's ’s role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall not be obligated to indemnify question or (ii) any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 Indemnitee’s status as a holder of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)record of Customer’s Financial Assets. (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 7.1(a), (ab) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements Statements of Account issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise reasonable care, prudence and diligence in carrying out all of its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply)Agreement, and shall be liable to each Customer for any and all Liabilities claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by such Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, ’s negligence or willful misconduct, or fraud misconduct and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable LawIn addition, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. (b) Bank shall not be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by such Customer in connection with any claim by such Customer against Bank arising from the obligations of Bank hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by such Customer in connection with any investigations, lawsuits or proceedings relating to such claim; provided that such Customer has recovered from Bank for such claim. Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts Accounts, Bank’s performance hereunder, or Bank's performance hereunder or Bank's ’s role as custodian. (cb) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's ’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise Custodian will use commercially reasonable care, prudence and diligence efforts in carrying out all of its duties and performing their obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard of care under this Agreement. i. Subject to the terms of this Agreement, Custodian shall not be responsible for any loss or damage suffered by Account Holder as a result of the Custodian performing such duties unless the same results from an act of fraud, willful default or gross negligence on the part of the Custodian. In such event the liability of the Custodian in connection with the asset/investment so affected by the Custodian’s fraud, willful default or gross negligence shall not exceed the market value (bas determined by the Custodian in any reasonable commercial manner) Bank of such asset/investment at the time when Account Owner discovers such fraud, willful default or gross negligence. ii. Custodian will be entitled to rely on and may act upon the advice of legal counsel and accountants or other agents with expertise in the relevant area, in relation to matters of law, regulation or market practice, and shall not be liable to Account Owner under any circumstances this Agreement for any indirectaction taken or omitted pursuant to such advice, provided that Custodian has acted in good faith and with commercially reasonable efforts. iii. Custodian shall not, save as stated above, be responsible for the title, validity or genuineness of any asset/investment (or any evidence of title thereto) received or delivered by it pursuant to this Agreement. iv. Neither Custodian nor its affiliates shall be liable for any consequential, incidental, consequential exemplary, punitive, special or special damages (including, without limitation, lost profits) of any form incurred by any personindirect damages, whether or not foreseeable and regardless the likelihood of the type of action in which such a claim may be brought, with respect to the Accounts damages was known by Custodian or Bank's performance hereunder or Bank's role as custodianits affiliates. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer v. Custodian shall not be obligated liable to indemnify the Account Owner for any Bank Indemnitee under statements, representations, actions or inactions of any salesperson, broker or other third party provider of the preceding sentence with respect to any Liability investment purchased for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)account. (d) Subject to any obligation Customer vi. The Custodian may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against take any and all Liabilities other actions which in its judgment may be imposed on, incurred by, necessary or asserted against appropriate for the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in proper administration of the assets of the Account. In the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in and responsibilities under this Agreement the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards Custodian may employ such agents and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) vendors as it feels appropriate without notice to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder)Account Owner.

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement. Investment Company Rider to Global Custody Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer's direct damages to the extent they result from Bank's negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personperson or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Accounts, Bank's performance hereunder hereunder, or Bank's role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of (i) Bank's performance under this Agreement, provided that the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in questionquestion or (ii) solely out of any Bank Indemnitee's status as a holder of record of Customer's Financial Assets. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a) or (b), Bank shall have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).

Standard of Care; Liability. (a) Notwithstanding any other provision of this Agreement, Bank shall exercise will use reasonable care, prudence and diligence care in carrying out all of performing its duties and obligations under this Agreement (except to the extent Applicable Law provides for a higher standard of care, in which case such higher standard shall apply), and shall be liable to Customer for any and all Liabilities suffered or incurred by Customer resulting from the failure of Agreement. Bank to exercise such reasonable care, prudence and diligence or resulting from Bank's negligence, willful misconduct, or fraud and to the extent provided in Section 5.2(a). Unless otherwise specified or required by Applicable Law, Bank shall will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standard its obligation of care under this Agreementreasonable care. (b) Bank shall not will be liable for Customer's direct damages to the extent they result from Bank's negligence or willful misconduct in performing its duties as set out in this Agreement and to the extent provided for in Section 5.2(a). Nevertheless, under any no circumstances will Bank be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any personform, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts or Bank's performance hereunder or Bank's its role as custodian. (c) Subject to the limitations set forth in this Agreement, each Customer severally and not jointly shall will indemnify the Bank Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Bank Indemnitees in connection with or arising out of Bank's performance under this Agreement, provided the Bank Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Liabilities in question. Nevertheless, Customer shall will not be obligated to indemnify any Bank Indemnitee under the preceding sentence with respect to any Liability for which Bank is liable under Section 5.2 of this Agreement. Bank shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder). (d) Subject to any obligation Customer may have to indemnify Bank with respect to amounts claimed by third parties, Customer shall have no liability whatsoever for any consequential, special, indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank Indemnitees in connection with the transactions and services contemplated hereby and the relationship established hereby even if Customer has been advised as to the possibility of the same and regardless of the form of action. (e) Without limiting Subsections 7.1 (a), (b) or (bc), Bank shall will have no duty or responsibility to: : (i) question Instructions (other than to the extent provided in Section 3.1(a) hereof) or make any suggestions to Customer or an Authorized Person regarding such Instructions, provided that Bank believes in good faith that such Instructions have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (iii) advise Customer or an Authorized Person regarding any default in the payment of principal or income of any security other than as provided in Section 2.7(b) of this Agreement; (iv) except as otherwise expressly required herein, evaluate or report to Customer or an Authorized Person regarding the financial condition of any broker, agent or other party to which Bank is instructed to deliver Financial Assets or cash; or (v) except for trades settled at DTC where the broker provides DTC trade confirmation and Customer provides for Bank to receive the trade instruction, review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions shall will bear any responsibility to review such confirmations against Instructions issued to and statements issued by Bank). (f) Bank shall indemnify the Customer from and against any and all Liabilities which may be imposed on, incurred by, or asserted against the Customer resulting directly either from Bank's negligence, bad faith, fraud or willful misconduct in the performance of its obligations or duties hereunder, or from any act or omission by a Subcustodian in the performance of its subcustodial obligations or duties hereunder for which Bank is expressly liable under Section 5.2, taking into account the standards and market practice prevailing in the relevant market, provided that (i) in no event shall the Bank be obliged to indemnify Customer from against any Liability (or any claim for a Liability) to the extent such Liability is described in clause 7.1(b) this Agreement and (ii) the Customer shall use all commercially reasonable efforts to mitigate any Liability for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Liabilities subject to indemnification hereunder).