Common use of Standard of Care; Liability Clause in Contracts

Standard of Care; Liability. (a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by or asserted against Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement and to the extent provided in Section 5.2(a). In addition, Bank shall 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. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall (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 for any indirect, 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 the Accounts, Bank’s performance hereunder, or Bank’s role as custodian. (b) To prevent the disruption of the Services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customer, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 willful misfeasance, bad faith, negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any consequential, special, indirect, incidental or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank 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. (d) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; supervise or make recommendations with respect to investments or the retention of Financial Assets; (ii) 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; (iii) 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. Bank is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (iv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

Standard of Care; Liability. (a) The Customer is a subsidiary of an entity registered with the SEC under the 1940 Act. The Bank agrees to perform its obligations hereunder as if the Customer itself were so registered, and shall create and maintain in accordance with the 1940 Act and other applicable law any and all records relating to the services to be performed hereunder that it would be required to create and maintain under Section 31(a) of the 1940 Act or Rule 31a-1 or otherwise under the 1940 Act if the Customer were so registered; provided however that the Bank shall exercise otherwise keep such records in the form and manner it deems advisable. All such records shall be for the use of the Bank in performing the services hereunder. Such records may be inspected by the Customer or its agents during regular business hours upon reasonable careprior notice. The Bank may, prudence at its option at any time, and diligence shall forthwith upon the Customer’s demand turn over to the Customer and cease to retain in carrying out all the Bank’s files, records and documents created and maintained by the Bank in performance of its duties service or for its protection, except to the extent that the Bank is required to retain such records in accordance with laws, rules or regulations applicable to it as a Custodian. At the end of the applicable retention period, such documents shall, at the Customer’s option, either be turned over to the Customer or destroyed in accordance with the Customer’s authorization. Bank will use reasonable care and good faith under the facts and circumstances prevailing in the market where the performance of its obligations under this Agreement, Agreement is effected. Bank will not be in violation of this Agreement with respect to any matter as to which it has satisfied the standards set forth in Sections 2.15 and shall 2.16 and its obligation of reasonable care and good faith. (b) Bank will be liable for Customer’s Liabilities to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses the extent they result from (“Losses”i) suffered or incurred by or asserted against Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasancenegligence, bad faithfaith or willful misconduct of Bank, negligence or reckless disregard any of its obligations and officers, partners, employees or agents, in performing its duties under 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 additionthe event of a loss of Financial Assets for which loss Bank is responsible under the terms of this Agreement, Bank shall be liable to each applicable Customer for all Losses representing reasonable costs and expenses incurred by replace such Customer Financial Asset, or 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 event that such Customer has recovered from Bank for such claim. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customerreplacement cannot be effected, Bank shall (i) promptly notify shall pay to Customer the fair market value of such Financial Asset based on the last available price as of the occurrence of time 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 loss was discovered or at such other prior time as it can be determined that the circumstances to mitigate the effects of such event and to avoid continuing harm to Customerloss actually occurred. 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 person 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, Bank’s performance hereunder, or Bank’s role as custodian. (b) To prevent the disruption of the Services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customer, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 of (i) Bank’s performance under this Agreement, provided the Bank Indemnitees have not breached its obligations hereunder, or acted with reasonable care and have not acted with willful misfeasance, bad faith, negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or or (ii) any action or omission taken by Bank Indemnitee’s status as a holder or such Bank Indemnitees in accordance with any Instructions or other directions of record of Customer’s Financial AssetsCustomer on which Bank is authorized hereunder to rely. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any consequential, special, indirect, incidental or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank 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. (d) Without limiting Subsections 7.1 Sub-sections 7.1(a), (ab) or (bc), Bank 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 the Instructions are not clearly incorrect on their face; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; (ii) 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; (iii) 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. Bank is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (iv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

Standard of Care; Liability. (a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer and JPMFM for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by or asserted against such Customer and JPMFM resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement willful misconduct and to the extent provided in Section 5.2(a). In addition, Bank shall 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 has and/or JPMFM have recovered from Bank for such claim. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall shall (i) promptly notify Customer of the occurrence of such event and and (ii) use its commercially commencially 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 for any indirect, 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 the Accounts, Bank’s performance hereunder, or Bank’s role as custodian. (b) To prevent the disruption of the Services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customer, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 of (i) Bank’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with willful misfeasance, bad faith, negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any consequential, special, indirect, incidental indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank 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. (dc) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; ; (iiiii) 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; ; (iiiiv) 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. Bank is not responsible ; or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (ivv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

Standard of Care; Liability. (a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by or asserted against Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement and to the extent provided in Section 5.2(a). In addition, Bank shall 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. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall shall (i) promptly notify Customer of the occurrence of such event and 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 for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form incurred by any person or entityform, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Accounts, Bank’s performance hereunder, or Bank’s role as custodian. (b) To prevent the disruption of the Services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customer, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 of (i) Bank’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with willful misfeasance, bad faith, faith or negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any indirect, incidental, consequential, special, indirect, incidental special or speculative loss or damages (including, but not limited towithout limitation, lost profits) suffered by Bank 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 any form whether or not foreseeable and regardless of the form type of action.action in which such a claim may be brought. EXECUTION (dc) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or or-the retention of Financial Assets; ; (iiiii) 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; ; (iiiiv) 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. Bank is not responsible ; or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (ivv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

Standard of Care; Liability. (a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by or asserted against Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement and to the extent provided in Section 5.2(a). In addition, Bank shall 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. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall (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 for any indirect, 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 the Accounts, Bank’s performance hereunder, or BankXxxx’s role as custodian. (b) To prevent the disruption of the Services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customer, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 willful misfeasance, bad faith, negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any consequential, special, indirect, incidental or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank 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. (d) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; supervise or make recommendations with respect to investments or the retention of Financial Assets; (ii) 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; (iii) 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. Bank is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (iv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

Standard of Care; Liability. (a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by or asserted against Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement and to the extent provided in Section 5.2(a). In addition, Bank shall 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. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall shall (i) promptly notify Customer of the occurrence of such event and 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 for any indirect, 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 the Accounts, Bank’s performance hereunder, or Bank’s role as custodian. (b) To prevent the disruption of the Services services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-cyber attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- wholly-owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customerrequest, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize service interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 of (i) Bank’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with willful misfeasance, bad faith, faith or negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any indirect, incidental, consequential, special, indirect, incidental special or speculative loss or damages (including, but not limited towithout limitation, lost profits) suffered by Bank 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 any form whether or not foreseeable and regardless of the form type of actionaction in which such a claim may be brought. (d) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; supervise or make recommendations with respect to investments or the retention of Financial Assets; (ii) 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; (iii) 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. Bank is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (iv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

Standard of Care; Liability. (a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by or asserted against Customer resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations and duties under this Agreement and to the extent provided in Section 5.2(a). In addition, Bank shall 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. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall (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 for any indirect, 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 the Accounts, Bank’s performance hereunder, or BankBxxx’s role as custodian. (b) To prevent the disruption of the Services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customer, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 willful misfeasance, bad faith, negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any consequential, special, indirect, incidental or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank 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. (d) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; supervise or make recommendations with respect to investments or the retention of Financial Assets; (ii) 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; (iii) 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. Bank is not responsible or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (iv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).

Standard of Care; Liability. (a) Bank shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall not be liable to each Customer for any and all claims, liabilities, losses, damages, fines, penalties and expenses (“Losses”) suffered or incurred by or asserted against Customer unless resulting from the failure of Bank to exercise such reasonable care, prudence and diligence or resulting from Bank’s willful misfeasance, bad faith, negligence or reckless disregard of its obligations willful misconduct and duties under this Agreement and except to the extent provided in Section 5.2(a). In addition, Bank shall 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. Upon the occurrence of any event that causes or may cause any loss, damage or expense to Customer, Bank shall shall (i) promptly notify Customer of the occurrence of such event and 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 for any indirect, 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 the Accounts, Bank’s performance hereunder, or Bank’s role as custodian. (b) To prevent the disruption of the Services in the event of any reasonably foreseeable adverse events (such as terrorism or related threats to security, cyber-attack, loss of electric power or communications lines, equipment failure, fire, water damage or severe weather conditions), Bank will maintain and update from time to time, at no additional expense to Customer, a business continuation and disaster recovery plan (“Business Continuity Procedures”) with respect to its global custody business that is reasonably designed to assure restoration and continuity of its key technology and business operations in the event of an unplanned event, which may include Business Continuity Procedures to protect the records or other data of Customer (and any wholly- owned subsidiaries of a Customer) and Bank’s records, data, equipment, facilities and other property used in the performance of its obligations hereunder. The Bank tests the effectiveness of the Business Continuity Procedures at least annually. Upon reasonable request from Customer, Bank shall provide information summarizing the Business Continuity Procedures. Bank will notify Customer promptly of any material changes to the Business Continuity Procedures in the event such changes may be reasonably and foreseeably relevant to the provision of the Services hereunder. In the event of equipment failure, work stoppage, governmental action, terrorism or related threats to security, communication disruption or other impossibility of performance beyond Bank’s control, Bank shall, at no additional expense to Customer, use all commercially reasonable efforts to minimize interruptions to the Services and will notify the Customer thereof to the extent such notification is warranted under the written service level terms (applicable to Customer and any wholly-owned subsidiaries of a Customer) agreed to in writing between the parties outside of this Agreement. (c) Customer 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 of (i) Bank’s performance under this Agreement, provided the Bank Indemnitees have acted with reasonable care and have not acted with willful misfeasance, bad faith, negligence or reckless disregard of their obligations and duties under this Agreement or engaged in fraud or willful misconduct in connection with the Liabilities in question or or (ii) any Bank Indemnitee’s status as a holder of record of Customer’s Financial Assets. Nevertheless, Customer 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. Customer shall have no liability whatsoever for any consequential, special, indirect, incidental indirect or speculative loss or damages (including, but not limited to, lost profits) suffered by Bank 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. (dc) Without limiting Subsections 7.1 (a) or (b), Bank will have no duty or responsibility to: : (i) question Instructions or make any suggestions to Customer or an Authorized Person regarding such Instructions; (ii) supervise or make recommendations with respect to investments or the retention of Financial Assets; ; (iiiii) 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; ; (iiiiv) 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. Bank is not responsible ; or liable in any way for the genuineness or validity of any Security or instrument received, delivered or held by Bank in physical form that appears to be genuine and valid; or (ivv) review or reconcile trade confirmations received from brokers (and Customer or its Authorized Persons issuing Instructions will bear any responsibility to review such confirmations against Instructions issued to and Statements of Account issued by Bank).