Common use of Fund's Right to Proceed Clause in Contracts

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each Nothing contained in this Section 5.05 shall be construed as an obligation of the Fund to enforce the Custodian's rights. The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund it in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. ARTICLE VI COMPENSATION On behalf of each of its Portfolios, each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund. ARTICLE VII TERMINATION Section 7.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Section 7.02. Termination as to One or More Portfolios. This Agreement may be terminated as to one or more of a Fund's Portfolios (but less than all of its Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios pursuant to Section 9.05(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix "A" which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolio(s) so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix "A," as amended from time to time. ARTICLE VIII DEFINED TERMS The following terms are defined in the following sections: Term Section Account 2.22 ADRs 2.06 Additional Custodian 2.23(a) Authorized Person(s) 3.02 Banking Institution 2.12(a) Business Day Appendix "C" Bank Accounts 2.21 Distribution Account 2.16 Domestic Subcustodian 4.01 Foreign Subcustodian 4.02(a) Fund Preamble Institutional Client 2.03 Interim Subcustodian 4.02(b) Overdraft 2.28 Overdraft Notice 2.28 Person 5.01(b) Portfolio Preamble Procedural Agreement 2.10 Proper Instructions 3.01(a) SEC 2.22 Securities System 2.22 Shares 2.16 Special Instructions 3.01(b) Special Subcustodian 4.03 Subcustodian Article IV Terminating Fund 7.01 1940 Act Preamble ARTICLE IX MISCELLANEOUS Section 9.01.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each Nothing contained in this Section 5.05 shall be construed as an obligation of the Fund to enforce the Custodian's rights. The Fund agrees to reimburse the Custodian for all reasonable out-of-of- pocket expenses incurred by the Custodian on behalf of such Fund it in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-–of-–pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund or a Subsidiary shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person for lossany liabilities, damage losses, damages, claims, costs and expenses caused the Fund or expense caused such Fund a Subsidiary by such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such lossliabilities, damage or expenselosses, damages, claims, costs and expenses, if and to the extent that such the Fund or a Subsidiary has not been made whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses. If the Custodian makes such the Fund or a Subsidiary whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's ’s or a Subsidiary’s election to enforce any rights of the Custodian under this Section 5.059.5, such the Fund or its Subsidiary shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such Fundthe Fund or its Subsidiary; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof 9.4(a) of this Agreement with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such the Fund or a Subsidiary without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s or a Subsidiary’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.059.5; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the standard of care set forth in Section 8 hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each a Fund or a Subsidiary shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person for lossany liabilities, damage losses, damages, claims, costs and expenses caused a Fund or expense caused such Fund a Subsidiary by such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such lossliabilities, damage or expenselosses, damages, claims, costs and expenses, if and to the extent that such a Fund or a Subsidiary has not been made whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses. If the Custodian makes such a Fund or a Subsidiary whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person. Upon such a Fund's ’s or a Subsidiary’s election to enforce any rights of the Custodian under this Section 5.059.6, such a Fund or its Subsidiary shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such Funda Fund or its Subsidiary; provided that, so long as such a Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof 9.4(a) of this Agreement with respect to such claim, such a Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such a Fund or a Subsidiary without the Custodian's ’s consent and provided further, that if such a Fund has not made an acknowledgment of its obligation to indemnify, such a Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each a Fund and take all actions reasonably requested by such a Fund in connection with such a Fund's ’s or a Subsidiary’s enforcement of any rights of the Custodian. Each The Company on behalf of its Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such a Fund in connection with the fulfillment of its obligations under this Section 5.059.6; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the Standard of Care set forth in Section 8 hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.. ARTICLE VI COMPENSATION On behalf of each of its Portfolios, each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund. ARTICLE VII TERMINATION Section 7.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Section 7.02. Termination as to One or More Portfolios. This Agreement may be terminated as to one or more of a Fund's Portfolios (but less than all of its Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios pursuant to Section 9.05(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix "A" which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolio(s) so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix "A," as amended from time to time. ARTICLE VIII DEFINED TERMS The following terms are defined in the following sections: Term Section Account 2.22 ADRs 2.06 Additional Custodian 2.23(a) Authorized Person(s) 3.02 Banking Institution 2.12(a) Business Day Appendix "C" Bank Accounts 2.21 Distribution Account 2.16 Domestic Subcustodian 4.01 Foreign Subcustodian 4.02(a) Fund Preamble Institutional Client 2.03 Interim Subcustodian 4.02(b) Overdraft 2.28 Overdraft Notice 2.28 Person 5.01(b) Portfolio Preamble Procedural Agreement 2.10 Proper Instructions 3.01(a) SEC 2.22 Securities System 2.22 Shares 2.16 Special Instructions 3.01(b) Special Subcustodian 4.03 Subcustodian Article IV Terminating Fund 7.01 1940 Act Preamble

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. ARTICLE VI COMPENSATION On behalf of each of its Portfolios, each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund. ARTICLE VII TERMINATION Section 7.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Section 7.02. Termination as to One or More Portfolios. This Agreement may be terminated as to one or more of a Fund's Portfolios (but less than all of its Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios pursuant to Section 9.06(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix "A" which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolio(s) so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix "A," as amended from time to time. ARTICLE VIII DEFINED TERMS The following terms are defined in the following sections: Term Section Account 2.22 ADRs 2.06 Additional Custodian 2.23(a) Authorized Person(s) 3.02 Banking Institution 2.12 Business Day Appendix "C" Bank Accounts 2.21 Distribution Account 2.16 Domestic Subcustodian 4.01 Foreign Subcustodian 4.02(a) Fund Preamble Institutional Client 2.03 Interim Subcustodian 4.02(b) Overdraft 2.28 Overdraft Notice 2.28 Person 5.01(b) Portfolio Preamble Procedural Agreement 2.10 Proper Instructions 3.01(a) SEC 2.22 Securities System 2.22 Shares 2.16 Special Instructions 3.01(b) Special Subcustodian 4.03 Subcustodian Article IV Terminating Fund 7.01 1940 Act Preamble ARTICLE IX MISCELLANEOUS Section 9.01.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. ARTICLE VI COMPENSATION On behalf of each of its Portfolios, each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund. ARTICLE VII TERMINATION Section 7.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Section 7.02. Termination as to One or More Portfolios. This Agreement may be terminated as to one or more of a Fund's Portfolios (but less than all of its Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios pursuant to Section 9.05(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix "A" which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolio(s) so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix "A," as amended from time to time. ARTICLE VIII DEFINED TERMS The following terms are defined in the following sections: Term Section Account 2.22 ADRs 2.06 Additional Custodian 2.23(a) Authorized Person(s) 3.02 Banking Institution 2.12(a) Business Day Appendix "C" Bank Accounts 2.21 Cash Management Funds 2.02(c) Cash Management Fund Transfer Agent 2.02(c) Control Procedures 2.02(c) Distribution Account 2.16 Domestic Subcustodian 4.01 FMR 2.02(c) Foreign Subcustodian 4.02(a) Fund Preamble Institutional Client 2.03 Interim Subcustodian 4.02(b) Overdraft 2.28 Overdraft Notice 2.28 Person 5.01(b) Portfolio Preamble Procedural Agreement 2.10 Proper Instructions 3.01(a) Purchase Instructions 2.03(v) SEC 2.22 Securities System 2.22 Sell Instructions 2.05(iv) Shares 2.16 Special Instructions 3.01(b) Special Subcustodian 4.03 Subcustodian Article IV Terminating Fund 7.01 1940 Act Preamble ARTICLE IX MISCELLANEOUS Section 9.01.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights right against any Subcustodiansubcustodians, Securities System, Eligible Securities Depository or other Person person for loss, damage or expense caused such the Fund by such Subcustodiansubcustodian, Securities System, Eligible Securities Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodiansubcustodian, Securities System, Eligible Securities Depository or other Personperson, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodiansubcustodian, Securities System, Eligible Securities Depository System or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.0513.4, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify fully the Custodian under Section 5.03 13.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.0513.4; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. In no event shall the Custodian be liable for indirect, special or consequential damages.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for any loss, damage or expense caused such Fund or Portfolio by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Custodian makes such Fund or Portfolio whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's or Portfolio's election to enforce any rights of the Custodian under this Section 5.055.04, such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such FundFund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the Custodian's consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such FundFund or Portfolio's enforcement of any rights of the Custodian. Each Fund or Portfolio agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 5.055.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the standard of care set forth in Section 5.01(a) hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such . Such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the such loss, damage or expense incurred by such Fund without the Custodian's ’s consent only if (i) such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 6.03 hereof with respect to such claim, (ii) such settlement, compromise and/or termination provides no admission of wrongdoing by the Custodian and provided further(iii) such settlement, that if compromise and/or termination does not subject the Custodian to any additional obligation, whether financial or otherwise. If such settlement, compromise and/or termination does not meet the requirements of (i), (ii) and (iii) above or such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or directly resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's ’s election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-–of-–pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the CustodianFund Accounting Agent, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the CustodianFund Accounting Agent's rights against any Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Person agent for any loss, damage or expense caused such Fund or Portfolio by such Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Personagent, and shall be entitled to enforce the rights of the Custodian Fund Accounting Agent with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Person, agent which the Custodian Fund Accounting Agent may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Custodian Fund Accounting Agent makes such Fund or Portfolio whole for any such loss or damage, the Custodian Fund Accounting Agent shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository sub-contractor or other Personagent. Upon such Fund's or Portfolio's election to enforce any rights of the Custodian Fund Accounting Agent under this Section 5.053.04, such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian Fund Accounting Agent in respect of the loss, damage or expense incurred by such FundFund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Custodian Fund Accounting Agent under Section 5.03 3.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the CustodianFund Accounting Agent's consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the CustodianFund Accounting Agent, which consent shall not be unreasonably withheld or delayed. The Custodian Fund Accounting Agent agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such Fund's or Portfolio's enforcement of any rights of the CustodianFund Accounting Agent. Each Fund or Portfolio agrees to reimburse the Custodian Fund Accounting Agent for all reasonable out-of-pocket expenses incurred by the Custodian Fund Accounting Agent on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 5.053.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianFund Accounting Agent to exercise the standard of care set forth in Section 3.01(a) hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.. 33 ARTICLE VI

Fund's Right to Proceed. Notwithstanding anything to the ----------------------- contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its -------- obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not -------- ------- made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or -------- resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.written

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Trust or a Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable lawApplicable Laws, the Custodian's ’s rights against any SubcustodianSub-Custodian, Securities SystemEligible Foreign Custodian, Eligible Securities Depository or other Person for loss, damage or expense caused such the Trust or a Fund by such SubcustodianSub-Custodian, Securities System, Eligible Foreign Custodian, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-Custodian, Securities System, Eligible Foreign Custodian, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that the Trust or such Fund has not been made whole for any such loss or damage. If the Custodian makes the Trust or such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-Custodian, Securities SystemEligible Foreign Custodian, Eligible Securities Depository or other Person. Upon such Fund's election to enforce any rights of Person and the Trust shall provide the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian with reasonable cooperation in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayedenforcement. The Custodian agrees to cooperate with the Trust and each Fund and take all actions reasonably requested by the Trust and such Fund in connection with the Trust or such Fund's enforcement of any rights of the Custodian. Each Fund The Trust agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Trust or a Fund in connection with the fulfillment of its obligations under this Section 5.0510.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian.. The Trust agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund Nothing contained in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement 5.05 shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct be construed as an obligation of the Custodian.Fund to enforce the

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the CustodianCustodial's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository System or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss loss, expense or damage. If the Custodian makes such the Fund whole for any such loss loss, expense or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's ’s election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s enforcement of any rights of the Custodian. Each Nothing contained in this Section 5.05 shall be construed as an obligation of the Fund to enforce the Custodian’s rights. The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund it in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; 5.05 provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any SubcustodianSubcustodian (and any Subcustodial Agents), Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such SubcustodianSubcustodian (or any Subcustodial Agents), Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSubcustodian (and/or any Subcustodial Agents), Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSubcustodian (and any Subcustodial Agents), Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by to the extent that they arise out of or resulting from are attributable to the negligencefraud, misfeasance willful default, willful misconduct of, or misconduct breach of the Standard of Care by, the Custodian or its agents (including Subcustodians and Subcustodial Agents) or covenants or obligations made or entered into on behalf of or imposed on the Trust or any Fund or Series pursuant to a power granted to a Subcustodian and/or its Subcustodial Agents under an Exhibit X POA, except with respect to Exhibit X covenants which are explicitly authorized in a Special Instrument of Authorization. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent. Section 6.05.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at as its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights right of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and consent, provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably reasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by to the extent that they arise out of or resulting from are attributable to the negligencefraud, misfeasance willful default, willful misconduct of, or misconduct breach of the Standard of Care by, the Custodian or its agents (including Subcustodians). Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such the Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such the Fund has not been made whole for any such loss or damage. If the Custodian makes such the Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such the Fund; provided thatPROVIDED THAT, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such the Fund without the Custodian's consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's ’s election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent ’s consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund or Portfolio shall have, at its election upon reasonable notice to the CustodianFund Accounting Agent, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the CustodianFund Accounting Agent's rights against any Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Person affiliate for any loss, damage or expense caused such Fund or Portfolio by such Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Personaffiliate, and shall be entitled to enforce the rights of the Custodian Fund Accounting Agent with respect to any claim against such Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Personaffiliate, which the Custodian Fund Accounting Agent may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund or Portfolio has not been made whole for any such loss or damage. If the Custodian Fund Accounting Agent makes such Fund or Portfolio whole for any such loss or damage, the Custodian Fund Accounting Agent shall retain the ability to enforce its rights directly against such Subcustodiansub-contractor, Securities Systemagent, Eligible Securities Depository director, officer, employee, representative or other Personaffiliate. Upon such Fund's or Portfolio's election to enforce any rights of the Custodian Fund Accounting Agent under this Section 5.053.04, such Fund or Portfolio shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian Fund Accounting Agent in respect of the loss, damage or expense incurred by such FundFund or Portfolio; provided that, so long as such Fund or Portfolio has acknowledged in writing its obligation to indemnify the Custodian Fund Accounting Agent under Section 5.03 3.03 hereof with respect to such claim, such Fund or Portfolio shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund or Portfolio without the CustodianFund Accounting Agent's consent and provided further, that if such Fund or Portfolio has not made an acknowledgment of its obligation to indemnify, such Fund or Portfolio shall not settle, compromise or terminate any such action or proceeding without the written consent of the CustodianFund Accounting Agent, which consent shall not be unreasonably withheld or delayed. The Custodian Fund Accounting Agent agrees to cooperate with each Fund or Portfolio and take all actions reasonably requested by such Fund or Portfolio in connection with such Fund's or Portfolio's enforcement of any rights of the CustodianFund Accounting Agent. Each Fund or Portfolio agrees to reimburse the Custodian Fund Accounting Agent for all reasonable out-of-pocket expenses incurred by the Custodian Fund Accounting Agent on behalf of such Fund or Portfolio in connection with the fulfillment of its obligations under this Section 5.053.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianFund Accounting Agent to exercise the standard of care set forth in Section 3.01(a) hereof.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSubCustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. ARTICLE VI COMPENSATION On behalf of each of its Portfolios, each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund. ARTICLE VII TERMINATION Section 7.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Section 7.02. Termination as to One or More Portfolios. This Agreement may be terminated as to one or more of a Fund's Portfolios (but less than all of its Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios pursuant to Section 9.05(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix "A" which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolio(s) so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix "A," as amended from time to time.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian.. ARTICLE VI COMPENSATION On behalf of each of its Portfolios, each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund. ARTICLE VII TERMINATION Section 7.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Section 7.02. Termination as to One or More Portfolios. This Agreement may be terminated as to one or more of a Fund's Portfolios (but less than all of its Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios pursuant to Section 9.06(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix "A" which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolio(s) so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix "A," as amended from time to time. ARTICLE VIII DEFINED TERMS The following terms are defined in the following sections: Term Section Account 2.22 ADRs 2.06 Additional Custodian 2.23(a) Authorized Person(s) 3.02 Banking Institution 2.12 Business Day Appendix "C" Bank Accounts 2.21 Distribution Account 2.16 Domestic Subcustodian 4.01 Foreign Subcustodian 4.02(a) Fund Preamble Institutional Client 2.03 Interim Subcustodian 4.02(b) Overdraft 2.28 Overdraft Notice 2.28 Person 5.01(b) Portfolio Preamble Procedural Agreement 2.10 Proper Instructions 3.01(a) SEC 2.22 Securities System 2.22 Shares 2.16 Special Instructions 3.01(b) Special Subcustodian 4.03 Subcustodian Article IV Terminating Fund 7.01 1940 Act Preamble

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense expense. caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such . Such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the such loss, damage or expense incurred by such Fund without the Custodian's consent only if (i) such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 6.03 hereof with respect to such claim, (ii) such settlement, compromise and/or termination provides no admission of wrongdoing by the Custodian and provided further(iii) such settlement, that if compromise and/or termination does not subject the Custodian to any additional obligation, whether financial or otherwise. If such settlement, compromise and/or termination does not meet the requirements of (i), (ii) and (iii) above or such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or directly resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person person for loss, damage or expense Losses caused such the Fund by such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Person, person which the Custodian may have as a consequence of any such loss, damage or expenseLosses, if and to the extent that such the Fund has not been made whole for any such loss or damageLosses. If the Custodian makes such the Fund whole for any such loss or damageLosses, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Foreign Depository or other Personperson. Upon such the Fund's election to enforce any rights of the Custodian under this Section 5.05section 5.5, such the Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense Losses incurred by such the Fund; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 section 5.3 hereof with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense Losses incurred by such the Fund without the Custodian's consent consent; and provided further, further that if such the Fund has not made an acknowledgment acknowledgement of its obligation to indemnifyindemnify the Custodian, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; providedsection 5.5, however, provided that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. ARTICLE VI.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, 39 44 damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian's prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository System or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other Person. Upon such Fund's election to enforce any rights of the Custodian under this Section 5.05, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's consent and provided further, that if such Fund has not made an acknowledgment of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.05; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct of the Custodian. ARTICLE VI COMPENSATION On behalf of each of its Portfolios, each Fund shall compensate the Custodian in an amount, and at such times, as may be agreed upon in writing, from time to time, by the Custodian and such Fund. ARTICLE VII TERMINATION Section 7.01. Termination of Agreement as to One or More Funds. With respect to each Fund, this Agreement shall continue in full force and effect until the first to occur of: (a) termination by the Custodian by an instrument in writing delivered or mailed to such Fund, such termination to take effect not sooner than ninety (90) days after the date of such delivery; (b) termination by such Fund by an instrument in writing delivered or mailed to the Custodian, such termination to take effect not sooner than thirty (30) days after the date of such delivery; or (c) termination by such Fund by written notice delivered to the Custodian, based upon such Fund's determination that there is a reasonable basis to conclude that the Custodian is insolvent or that the financial condition of the Custodian is deteriorating in any material respect, in which case termination shall take effect upon the Custodian's receipt of such notice or at such later time as such Fund shall designate. In the event of termination pursuant to this Section 7.01 by any Fund (a "Terminating Fund"), each Terminating Fund shall make payment of all accrued fees and unreimbursed expenses with respect to such Terminating Fund within a reasonable time following termination and delivery of a statement to the Terminating Fund setting forth such fees and expenses. Each Terminating Fund shall identify in any notice of termination a successor custodian or custodians to which the cash, securities and other assets of its Portfolios shall, upon termination of this Agreement with respect to such Terminating Fund, be delivered. In the event that no written notice designating a successor custodian shall have been delivered to the Custodian on or before the date when termination of this Agreement as to a Terminating Fund shall become effective, the Custodian may deliver to a bank or trust company doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities and other assets of such Terminating Fund's Portfolios held by the Custodian and all instruments held by the Custodian relative thereto and all other property of the Terminating Fund's Portfolios held by the Custodian under this Agreement. Thereafter, such bank or trust company shall be the successor of the Custodian with respect to such Terminating Fund under this Agreement. In the event that securities and other assets of such Terminating Fund's Portfolios remain in the possession of the Custodian after the date of termination hereof with respect to such Terminating Fund owing to failure of the Terminating Fund to appoint a successor custodian, the Custodian shall be entitled to compensation for its services in accordance with the fee schedule most recently in effect, for such period as the Custodian retains possession of such securities and other assets, and the provisions of this Agreement relating to the duties and obligations of the Custodian and the Terminating Fund shall remain in full force and effect. In the event of the appointment of a successor custodian, it is agreed that the cash, securities and other property owned by a Terminating Fund and held by the Custodian, any Subcustodian or nominee shall be delivered to the successor custodian; and the Custodian agrees to cooperate with such Terminating Fund in the execution of documents and performance of other actions necessary or desirable in order to substitute the successor custodian for the Custodian under this Agreement. Each Terminating Fund shall use its best efforts to cooperate with the Custodian in appointing a successor custodian in accordance with the provisions hereof. Section 7.02. Termination as to One or More Portfolios. This Agreement may be terminated as to one or more of a Fund's Portfolios (but less than all of its Portfolios) by delivery of an amended Appendix "A" deleting such Portfolios pursuant to Section 9.05(b) hereof, in which case termination as to such deleted Portfolios shall take effect thirty (30) days after the date of such delivery. The execution and delivery of an amended Appendix "A" which deletes one or more Portfolios shall constitute a termination of this Agreement only with respect to such deleted Portfolio(s), shall be governed by the preceding provisions of Section 7.01 as to the identification of a successor custodian and the delivery of cash, securities and other assets of the Portfolio(s) so deleted, and shall not affect the obligations of the Custodian and any Fund hereunder with respect to the other Portfolios set forth in Appendix "A," as amended from time to time. ARTICLE VIII DEFINED TERMS The following terms are defined in the following sections: Term Section Account 2.22 ADRs 2.06 Additional Custodian 2.23(a) Authorized Person(s) 3.02 Bank Accounts 2.21 Banking Institution 2.12(a) Broker's Futures Margin Account 2.10 Business Day Appendix "C" Cash Management Funds 2.02(c) Cash Management Fund Transfer Agent 2.02(c) Control Procedures 2.02(c) Custodian Preamble Distribution Account 2.16 Domestic Subcustodian 4.01 FMR 2.02(c) Foreign Subcustodian 4.02(a) Fund Preamble Institutional Client 2.03 Interim Subcustodian 4.02(b) Interest Bearing Deposits 2.12 Overdraft 2.28 Overdraft Notice 2.28 Person 5.01(b) Portfolio Preamble Procedural Agreement 2.10 Proper Instructions 3.01(a) Purchase Instructions 2.03(v) SEC 2.22 Securities System 2.22 Segregated Futures Margin Account 2.10 Sell Instructions 2.05(iv) Shares 2.16 Special Instructions 3.01(b) Special Subcustodian 4.03 Subcustodian Article IV Terminating Fund 7.01 1940 Act Preamble ARTICLE IX MISCELLANEOUS Section 9.01.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each Fund shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any Subcustodian, Securities System, Eligible Securities Depository or other Person for loss, damage or expense caused such Fund by such Subcustodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such Subcustodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such loss, damage or expense, if and to the extent that such Fund has not been made whole for any such loss or damage. If the Custodian makes such Fund whole for any such loss or damage, the Custodian shall retain the ability to enforce its rights directly against such Subcustodian, Securities System, Eligible Securities Depository System or other PersonPerson and the Fund shall provide the Custodian with reasonable cooperation in respect of such enforcement. Upon such Fund's ’s election to enforce any rights of the Custodian under this Section 5.056.04, such Fund shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the loss, damage or expense incurred by such Fund; : provided that, so long as such Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 6.03 hereof with respect to such claim, such Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the loss, damage or expense incurred by such Fund without the Custodian's ’s consent and and, provided further, that if such Fund has not made an acknowledgment acknowledgement of its obligation to indemnify, such Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each Fund and take all actions reasonably requested by such Fund in connection with such Fund's ’s enforcement of any rights of the Custodian. Each Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such Fund in connection with the fulfillment of its obligations under this Section 5.056.04; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance fraud, willful default or willful misconduct of the Custodian. Each Fund agrees that it shall not settle for other than monetary damages a claim that materially affects the Custodian without the Custodian’s prior written consent.

Fund's Right to Proceed. Notwithstanding anything to the contrary contained herein, each the Fund or a Subsidiary shall have, at its election upon reasonable notice to the Custodian, the right to enforce, to the extent permitted by any applicable agreement and applicable law, the Custodian's ’s rights against any SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person for lossany liabilities, damage losses, damages, claims, costs and expenses caused the Fund or expense caused such Fund a Subsidiary by such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, and shall be entitled to enforce the rights of the Custodian with respect to any claim against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person, which the Custodian may have as a consequence of any such lossliabilities, damage or expenselosses, damages, claims, costs and expenses, if and to the extent that such the Fund or a Subsidiary has not been made whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses. If the Custodian makes such the Fund or a Subsidiary whole for any such loss or damageliabilities, losses, damages, claims, costs and expenses, the Custodian shall retain the ability to enforce its rights directly against such SubcustodianSub-custodian, Securities System, Eligible Securities Depository or other Person. Upon such the Fund's ’s or a Subsidiary’s election to enforce any rights of the Custodian under this Section 5.059.6, such the Fund or its Subsidiary shall reasonably prosecute all actions and proceedings directly relating to the rights of the Custodian in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such Fundthe Fund or its Subsidiary; provided that, so long as such the Fund has acknowledged in writing its obligation to indemnify the Custodian under Section 5.03 hereof 9.4(a) of this Agreement with respect to such claim, such the Fund shall retain the right to settle, compromise and/or terminate any action or proceeding in respect of the lossliabilities, damage or expense losses, damages, claims, costs and expenses incurred by such the Fund or a Subsidiary without the Custodian's ’s consent and provided further, that if such the Fund has not made an acknowledgment of its obligation to indemnify, such the Fund shall not settle, compromise or terminate any such action or proceeding without the written consent of the Custodian, which consent shall not be unreasonably withheld or delayed. The Custodian agrees to cooperate with each the Fund and take all actions reasonably requested by such the Fund in connection with such the Fund's ’s or a Subsidiary’s enforcement of any rights of the Custodian. Each The Fund agrees to reimburse the Custodian for all reasonable out-of-pocket expenses incurred by the Custodian on behalf of such the Fund in connection with the fulfillment of its obligations under this Section 5.059.6; provided, however, that such reimbursement shall not apply to expenses occasioned by or resulting from the negligence, misfeasance or misconduct failure of the CustodianCustodian to exercise the Standard of Care set forth in Section 8 hereof.