Common use of OVERDRAFTS OR INDEBTEDNESS Clause in Contracts

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Trust’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light day"light overdraft) because the money cash held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on agreed by such Fund and Custodian from time to time, or, in the Fee Schedule between absence of an agreement, at the Funds and Custodianrate ordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, such Securities of such Fund at any time held by Custodian for Series as shall have a fair market value equal to the benefit aggregate amount of all overdrafts of, or advances to, such Fund Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or in which such Fund may have an accrued interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalfthereon remains outstanding. The Fund authorizes Custodian, in its sole discretion, at any time Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding; provided, anything in this Agreement to the contraryhowever, provided that Custodian shall provide the Fund with two (2) business days' advance notice before effecting any such charge, during which time the Fund shall be entitled to determine the priority order in which Securities, cash, and a Fund other assets are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively be used to set off the “Custodial Undertakings”)outstanding balance. For avoidance of doubt, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall provisions of this Section do not be subject apply to any security interestamounts owed to Custodian pursuant to any other Section of this Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledgeincluding, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest inin particular, any such securitiesamounts owed to Custodian pursuant to Section 6 of Article VIII of this Agreement.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such Fund, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a such Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time III to timethis Agreement. In addition, the Fund Trust hereby agrees that to the extent of such overdraft or indebtedness, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund or in which such the Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Fund to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. 5.1 If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money cash held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on agreed by such Fund and Custodian from time to time, or, in the Fee Schedule between absence of an agreement, at the Funds and Custodianrate ordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, such Securities of such Fund at any time held by Custodian for Series as shall have a fair market value equal to the benefit aggregate amount of all overdrafts of, or advances to, such Fund Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or in which such Fund may have an accrued interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalfthereon remains outstanding. The Fund authorizes Custodian, in its sole discretion, at any time Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between the effective date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, property including any investment property or any financial asset, of asset specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money cash held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on agreed by such Fund and Custodian from time to time, or, in the Fee Schedule between absence of an agreement, at the Funds and Custodianrate ordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, such Securities of such Fund at any time held by Custodian for Series as shall have a fair market value equal to the benefit aggregate amount of all overdrafts of, or advances to, such Fund Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or in which such Fund may have an accrued interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalfthereon remains outstanding. The Fund authorizes Custodian, in its sole discretion, at any time Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding; provided, anything in this Agreement to the contraryhowever, provided that Custodian shall provide the Fund with two (2) business days’ advance notice before effecting any such charge, during which time the Fund shall be entitled to determine the priority order in which Securities, cash, and a Fund other assets are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively be used to set off the “Custodial Undertakings”)outstanding balance. For avoidance of doubt, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall provisions of this Section do not be subject apply to any security interestamounts owed to Custodian pursuant to any other Section of this Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledgeincluding, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest inin particular, any such securitiesamounts owed to Custodian pursuant to Section 6 of Article VIII of this Agreement.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between the effective date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in the aggregate amount of such overdrafts and indebtedness as may from time to time exist in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSecurities, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such the Fund at any time held by Custodian for the benefit of such the Fund or in which such the Fund may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's ’s credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund particular Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds Fund and Custodian, as such Fee Exhibit Custodian may be amended agree from time to time. In addition, the Fund hereby agrees that to the extent of the overdraft or indebtedness and interest thereon, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything Custodian shall promptly advise the Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement Article, or whenever Custodian intends to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement realize upon its lien or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York Mellon under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to by such Fund, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of with respect to a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the any Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Articleagreement), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a such rate per annum as disclosed on the Fee Schedule between the Funds such Fund and Custodian, as such Fee Exhibit Custodian may be amended agree upon from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Such Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Notwithstanding, anything Custodian shall promptly advise any Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose ofArticle, or otherwise grant any third party an whenever Custodian intends to realize upon its lien, security interest in, any such securitiesor security entitlement.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for such the account of the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle XIII), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus l/2%, such rate to be adjusted on the Fee Schedule between effective date of any change in such Federal Funds Rate but in no event to be less than 6% per annum, except that any overdraft resulting from an error by the Funds and Custodian, as Custodian shall bear no interest. Any such Fee Exhibit may overdraft or indebtedness shall be amended from time reduced by an amount equal to timethe total of all amounts due the Fund which have not been collected by the Custodian on behalf of the Fund when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such the Fund or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on the Custodian's books. NotwithstandingFor purposes of this Section 1 of Article XIII, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities."

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Fund, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund’s Cash Management and Related Services Agreement, if any (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Funds’’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a shall promptly notify the Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiescharges.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund a Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for the account of such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund a Series is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle XIII), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus l/2%, such rate to be adjusted on the Fee Schedule between effective date of any change in such Federal Funds Rate but in no event to be less than 6% per annum, except that any overdraft resulting from an error by the Funds and Custodian, as Custodian shall bear no interest. Any such Fee Exhibit may overdraft or indebtedness shall be amended from time reduced by an amount equal to timethe total of all amounts due such Series which have not been collected by the Custodian on behalf of such Series when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingFor purposes of this Section 1 of Article XIII, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities."

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York Mellon under the Custodian, Trust’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between the effec- tive date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in the aggregate amount of such overdrafts and indebtedness as may from time to time exist in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/ or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrow- ing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/ or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, property including any investment property or any financial asset, of asset specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus ?%, such rate to be adjusted on the Fee Schedule between the effective date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, unless the Fund hereby agrees has given a Certificate that the Custodian shall not impose a lien and security interest to secure such overdrafts (in which event it shall not do so), the maximum extent permitted by law Custodian shall have a continuing lien, security interest, lien and security entitlement interest in the aggregate amount of such overdrafts and indebtedness as may from time to time exist in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of in an account standing to in the name of such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund particular Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds Fund and Custodian, as such Fee Exhibit Custodian may be amended agree from time to time. In addition, the Fund hereby agrees that to the extent of the overdraft or indebtedness and interest thereon, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything Custodian shall promptly advise the Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement Article, or whenever Custodian intends to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement realize upon its lien or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund a Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for the account of such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund a Series is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle XIII), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus l/2%, such rate to be adjusted on the Fee Schedule between effective date of any change in such Federal Funds Rate but in no event to be less than 6% per annum, except that any overdraft resulting from an error by the Funds and Custodian, as Custodian shall bear no interest. Any such Fee Exhibit may overdraft or indebtedness shall be amended from time reduced by an amount equal to timethe total of all amounts due such Series which have not been collected by the Custodian on behalf of such Series when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, to the fullest extent permitted by law, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time time, to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingFor purposes of this Section 1 of Article XIII, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities."

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund Portfolio which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund Portfolio shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such FundPortfolio, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a Fund such Portfolio for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Portfolio payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time III to timethis Agreement. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Portfolio or in which such Fund the Portfolio may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such FundPortfolio's credit on Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Portfolio to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any a Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for such the account of a Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the a Fund is is, for any other reason reason, indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle X), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such a Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between actual number of days involved) equal to 1/2% over the Funds and Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. Any such overdraft or indebtedness shall be reduced by an amount equal to the total of all amounts due a Fund which have not been collected by the Custodian on behalf of a Fund when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, the Trust on behalf of a Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such a Fund or in which such a Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in on the Custodian's behalf. The Fund Trust authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such a Fund's credit on the Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. 5.1 If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money cash held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on agreed by such Fund and Custodian from time to time, or, in the Fee Schedule between absence of an agreement, at the Funds and Custodianrate ordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, such Securities of such Fund at any time held by Custodian for Series as shall have a fair market value equal to the benefit aggregate amount of all overdrafts of, or advances to, such Fund Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or in which such Fund may have an accrued interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalfthereon remains outstanding. The Fund authorizes Custodian, in its sole discretion, at any time Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”)bankofnymellon032010 thru amd 10 delivered as collateral by Custodian, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject under any obligation to deliver any security interestSecurities. In this event, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall notify the Fund that the Securities were not pledgedelivered, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesand the information that the Fund failed to specify in the Certificate.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York Mellon under the CustodianFund's Cash Management and Related Services Agreement, if any, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything Custodian shall promptly notify the Fund when such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement Section (1) or whenever Custodian intends to charge such overdraft or indebtedness to the contrary, provided that Custodian and a balance of any Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesAccount.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian FIB should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian FIB in an Account for such a separate account in the name of the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, securities as set forth ill a Certificate, in Oral Instructions issued pursuant to Article III or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currencyreasons, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article)FIB, such overdraft or indebtedness shall be deemed to be a loan made by Custodian FIB to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and Custodian, as such Fee Exhibit may be amended actual number of days involved) equal to 1/2% over FIB's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. Any such overdraft or indebtedness shall be reduced by an amount equal to the total of all amounts due the separate account in the name of the Fund which have not been collected by FIB on behalf of such separate account when due because of the failure of FIB to make a timely demand or presentation for payment. In addition, addition thereto the Fund hereby agrees that Custodian FIB shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such the Fund or in which such the Fund may have an interest (which is then in CustodianFIB's possession or control or in possession or control of any third party acting in CustodianFIB's behalf. The Fund authorizes CustodianFIB, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on CustodianFIB's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for such the account of the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle XIII), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between effective date of any change in such Federal Funds Rate but in no event to be less than 6% per annum, except that any overdraft resulting from an error by the Funds and Custodian, as Custodian shall bear no interest. Any such Fee Exhibit may overdraft or indebtedness shall be amended from time reduced by an amount equal to timethe total of all amounts due the Fund which have not been collected by the Custodian on behalf of the Fund when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such the Fund or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on the Custodian's books. NotwithstandingFor purposes of this Section 1 of Article XIII, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities."

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between the effective date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, unless the Fund hereby agrees has given a Certificate that the Custodian shall not impose a lien and security interest to secure such overdrafts (in which event it shall not do so), the maximum extent permitted by law Custodian shall have a continuing lien, security interest, lien and security entitlement interest in the aggregate amount of such overdrafts and indebtedness as may from time to time exist in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of in an account standing to in the name of such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for such the account of the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle XIII), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between effective date of any change in such Federal Funds Rate but in no event to be less than 6% per annum, except that any overdraft resulting from an error by the Funds and Custodian, as Custodian shall bear no interest. Any such Fee Exhibit may overdraft or indebtedness shall be amended from time reduced by an amount equal to timethe total of all amounts due the Fund which have not been collected by the Custodian on behalf of the Fund when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such the Fund or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on the Custodian's books. NotwithstandingFor purposes of this Section l of Article XIII, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities."

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, property including any investment property or any financial asset, of asset specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSecurities, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such the Fund at any time held by Custodian for the benefit of such the Fund or in which such the Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund Master Portfolio which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund Master Portfolio shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such FundMaster Portfolio, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a Fund such Master Portfolio for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Master Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from the CustodianThe Bank of New York under Master Trust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Master Trust for such Fund Master Portfolio payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time III to timethis Agreement. In addition, the Fund Master Trust hereby agrees that to the extent of such overdraft or indebtedness, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Master Portfolio or in which such Fund the Master Portfolio may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Master Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such FundMaster Portfolio's credit on Custodian's books. NotwithstandingIn addition, anything in this Master Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business Master Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with writing, of each such borrowing, shall specify the Master Repurchase Agreement (collectively Portfolio to which the “Custodial Undertakings”)same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such Fund, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a such Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time IV to timethis Agreement. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund or in which such the Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Fund to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that on a regular basis Custodian and a notifies the Fund are parties to a Custodial Undertaking of all such overdrafts or indebtedness in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesits accounts.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to The Bank of New York Mellon under a borrowing from a Fund from the CustodianCash Management and Related Services Agreement, if any (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, interest and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund Portfolio which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund Portfolio shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such FundPortfolio, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a Fund such Portfolio for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Portfolio payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time III to timethis Agreement. In addition, the Fund Trust hereby agrees that to the extent of such overdraft or indebtedness, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Portfolio or in which such Fund the Portfolio may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such FundPortfolio's credit on Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Portfolio to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds Fund and Custodian, as such Fee Exhibit Custodian may be amended agree from time to time. In addition, the Fund hereby agrees that to the extent of the overdraft and interest thereon, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything Custodian shall endeavor to advise the Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement Article. Custodian shall advise the Fund whenever Custodian intends to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement realize upon its lien or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for such the account of the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes purpose using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle VII), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a the rate per annum as disclosed (based on a 360-day year for the Fee Schedule between actual number of days involved) equal to 1/2% over the Funds and Custodian, as such Fee Exhibit may be amended prime commercial lending rate of Founders Bank of Arizona in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. Any such overdraft or indebtedness shall be reduced by an amount equal to the total of all amounts due the Fund which have not been collected by the Custodian on behalf of the Fund when due because of the failure of the Custodian to timely make demand or presentment for payment. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such the Fund or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on the Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the a Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the applicable Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the each Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Each Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360- day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, property including any investment property or any financial asset, of asset specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such the Fund, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a the Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article)Fund, such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such the Fund at any time held by Custodian for the benefit of such the Fund or in which such the Fund may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's ’s credit on Custodian's ’s books. Notwithstanding; provided, anything in this Agreement to however, the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitieshave provided the Fund three (3) days’ prior written notice with respect thereto.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund Master Portfolio which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund Master Portfolio shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such FundMaster Portfolio, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a Fund such Master Portfolio for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Master Portfolio payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time III to timethis Agreement. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Master Portfolio or in which such Fund the Master Portfolio may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such FundMaster Portfolio's credit on Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with writing, of each such borrowing, shall specify the Master Repurchase Agreement (collectively Portfolio to which the “Custodial Undertakings”)same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Fund, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund’s Cash Management and Related Services Agreement, if any (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Funds'’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a shall promptly notify the Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiescharges.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such the Fund, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a the Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds Fund and Custodian, as such Fee Exhibit Custodian may be amended agree from time to time. In addition, the Fund hereby agrees that to the extent of the overdraft and interest thereon, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's ’s credit on Custodian's ’s books. Notwithstanding, anything Custodian shall endeavor to advise the Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement Article. Custodian shall advise the Fund whenever Custodian intends to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement realize upon its lien or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such Fund, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a such Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Company is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianCompany's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Company for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time IV to timethis Agreement. In addition, the Fund Company hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund or in which such the Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Company authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. NotwithstandingIn addition, anything in this the Company hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Company had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Fund to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series to make a payment permitted by this Agreement upon receipt of Instructions or other proper authorization which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Series, including any indebtedness to The Bank of New York under any cash management of similar agreement between the Fund due to a borrowing from a Fund from the Custodian, and Custodian (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York Mellon under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/085.1. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodian, ordinarily charged by Custodian to its institutional customers as such Fee Exhibit rate may be amended adjusted from time to time-to-time, provided such advance did not arise out of Custodian’s own negligence or willful misconduct. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from the Custodian, The Bank of New York (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for such the account of the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is is, for any other reason reason, indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle X), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between actual number of days involved) equal to 1/2% over the Funds and Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. Any such overdraft or indebtedness shall be reduced by an amount equal to the total of all amounts due the Fund which have not been collected by the Custodian on behalf of the Fund when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, the Company on behalf of the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such the Fund or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in on the Custodian's behalf. The Fund Company authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on the Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/0859. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between the effective date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, unless the Fund hereby agrees has given a Certificate that the Custodian shall not impose a lien and security interest to secure such overdrafts (in which event it shall not do so), the maximum extent permitted by law Custodian shall have a continuing lien, security interest, lien and security entitlement interest in the aggregate amount of such over drafts and indebtedness as may from time to time exist in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of in an account standing to in the name of such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Fund, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund's Cash Management and Related Services Agreement, if any (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Funds" credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a shall promptly notify the Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiescharges.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund the Company which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund the Company shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, or Loans as set forth ill in a Certificate, Written Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Company is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, including any indebtedness to The Bank of New York Mellon under the Company’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Company payable on within one (1) Business Day from delivery of a written demand and shall bear the amount of the advance, or overdraft or indebtedness plus accrued interest from the date incurred at a rate per annum as disclosed on ordinarily charged by Custodian to its institutional custody customers in the Fee Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time to timerelevant currency. In additionorder to secure repayment of Customer’s obligations to Custodian hereunder, the Fund Company hereby agrees that pledges and grants to Custodian shall to the maximum extent permitted by law have a continuing lien, lien and security interestinterest in, and security entitlement right of set-off against, all of Company’s right, title and interest in and to the Accounts and the Securities, money and other property now or hereafter held in the Accounts (including proceeds thereof), and any property, including, without limitation, any investment other property or any financial asset, of such Fund at any time held by Custodian it for the benefit account of such Fund Company. In this regard, Custodian shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or in which such Fund may have an interest (which is regulations as then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitieseffect.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the a Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to The Bank of New York Mellon under a borrowing from a Fund from the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the applicable Fund for such Fund Series payable on demand and shall bear interest at a rate to be mutually agreed upon in writing by the parties. In the absence of such an agreement, such overdraft or indebtedness shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the each Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Each Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund Portfolio which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund Portfolio shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such FundPortfolio, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a Fund such Portfolio for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Master Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from the CustodianThe Bank of New York under Master Trust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Master Trust for such Fund Portfolio payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time III to timethis Agreement. In addition, the Fund Master Trust hereby agrees that to the extent of such overdraft or indebtedness, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Portfolio or in which such Fund the Portfolio may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Master Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such FundPortfolio's credit on Custodian's books. NotwithstandingIn addition, anything in this Master Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business Master Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Portfolio to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds discretion, advances cash on behalf of any Fund the Principal which results in an overdraft {this shall specifically not include any day-light overdraft) because the money cash held by Custodian in an Account for such Fund the account of the Principal shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill a Certificate, Instructions in proper instructions or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Principal is for any other reason indebted to Custodian with respect (including any amount owed by Principal to a Fund due Custodian pursuant to a borrowing from a Fund from the CustodianSection 14, (above, and except a borrowing for investment or other borrowings for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Articleagreement), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Principal payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between actual number of days involved) equal to 2% over the Funds and Custodian, as such Fee Exhibit may be amended prime rate in effect from time to timetime as announced by THE WALL STREET JOURNAL under the section titled MONEY RATES, or any successor title, such rate to be adjusted on the effective date of any change in such prime rate. In addition, the Fund Principal hereby grants to and agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund the Principal or in which such Fund the Principal may have an interest (which is then in Custodian's possession or control or in possession or control control, of any third party acting in on Custodian's behalf. The Fund Principal authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fundthe Principal's credit on the Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/085.1. If Custodian should in its sole discretion advance funds on behalf of any Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, including any indebtedness to The Bank of New York under the Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodian, ordinarily charged by Custodian to its institutional customers as such Fee Exhibit rate may be amended adjusted from time to time-to-time, provided such advance did not arise out of Custodian’s own negligence or willful misconduct. In addition, the each Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian for the benefit of such Fund or in which such Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Funds authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the respective Fund's ’s credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Trust’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Trust authorizes Custodian, in its sole discretion, to be exercised in good faith, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to For the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”)avoidance of doubt, Custodian agrees that may not sell, transfer, lend or otherwise dispose of any securities held by Securities or other assets of a Series in which Custodian in connection with has a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any lien or security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesexcept as permitted hereunder.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some any other reason, including, without limitation, because of redemption activity, and any extension of credit related thereto or any overdrafts arising in connection therewith, including through any clearing or operating accounts, or a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian or its affiliates with respect to a Series, including any indebtedness to The Bank of New York Mellon under the Treasury Services Terms and Conditions, or Agreement for Shareholder Draft Processing Service applicable to the Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf, as shall have a fair market value equal to the aggregate amount of all overdrafts of, or advances to, the Fund, together with any other indebtedness as contemplated herein or accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, indebtedness or accrued interest thereon remains outstanding. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything Custodian shall as promptly as practicable under the circumstances notify the Fund when such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement Section (1) or whenever Custodian intends to charge such overdraft or indebtedness to the contrary, provided that Custodian and a balance of any Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesAccount.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Portfolio which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Portfolio shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundPortfolio, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Portfolio for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Portfolio, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Portfolio payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Portfolio at any time held by Custodian for the benefit of such Fund Portfolio or in which such Fund Portfolio may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Portfolio’s credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Sub-Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Sub-Custodian in an Account the separate account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such Fund, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a such Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect Sub-Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Sub-Custodian to the Fund Trust for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between actual number of days involved) equal to the Funds and Custodian, as such Fee Exhibit may be amended from time overdraft rate specified in Appendix F to timethis Agreement. In addition, the Fund Trust hereby agrees that Sub-Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund or in which such the Fund may have an interest (which is then in Sub-Custodian's possession or control or in possession or control of any third party acting in on Sub-Custodian's behalf. The Fund Trust authorizes Sub-Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Sub-Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Sub-Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Fund to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Sub-Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If (a) Custodian should in its sole discretion shall advance funds on behalf of under this Agreement with respect to any Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by Custodian in an Account the separate account for such Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to securities by such Fund, as set forth ill a Certificate, Instructions in an Officer's Certificate or Oral or Written Instructions, or if which results in an overdraft arises in the separate account of a such Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect Custodian, including any indebtedness to a Fund due to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this ArticleParagraph 25(b) hereof), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee actual number of days involved) equal to the overdraft rate specified in Schedule between the Funds and Custodian, as such Fee Exhibit may be amended from time III to timethis Agreement. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, entitlement and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund or in which such the Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in on Custodian's behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's credit on Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 1:00 p.m., New York City time, advise Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Fund to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds Trusts on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article)Series, such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360 day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund Trust hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, property including any investment property or any financial asset, of asset specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such Fund the Trust may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund Trust authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from the Custodian, The Bank of New York Mellon (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf in respect of any Fund Portfolio which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Portfolio shall be insufficient to pay the total amount payable upon a purchase of Foreign Securities specifically allocated to such FundPortfolio, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Portfolio for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Huntington is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Portfolio (except a borrowing for investment or for temporary or emergency purposes using Foreign Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Huntington payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Huntington hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Portfolio at any time held by Custodian for the benefit of such Fund Portfolio or in which such Fund Portfolio may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund Huntington authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such FundPortfolio's credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money cash held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), Custodian shall promptly notify the appropriate Fund of any such advance and the time at which such advance or overdraft must be paid. Such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on agreed by such Fund and Custodian from time to time, or, in the Fee Schedule between absence of an agreement, at the Funds and Custodianrate ordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, such Securities of such Fund at any time held by Custodian for Series as shall have a fair market value equal to the benefit aggregate amount of all overdrafts of, or advances to, such Fund Series, together with accrued interest, such lien, security interest and security entitlement to be effective only so long as such advance, overdraft, or in which such Fund may have an accrued interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalfthereon remains outstanding. The Fund authorizes Custodian, in its sole discretion, at any time Custodian to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding; provided, anything in this Agreement to the contraryhowever, provided that Custodian shall provide the Fund with two (2) business days' advance notice before effecting any such charge, during which time the Fund shall be entitled to determine the priority order in which Securities, cash, and a Fund other assets are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively be used to set off the “Custodial Undertakings”)outstanding balance. For avoidance of doubt, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall provisions of this Section do not be subject apply to any security interestamounts owed to Custodian pursuant to any other Section of this Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledgeincluding, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest inin particular, any such securitiesamounts owed to Custodian pursuant to Section 6 of Article VIII of this Agreement.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSecurities, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, including any indebtedness to The Bank of New York under the Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such the Fund at any time held by Custodian for the benefit of such the Fund or in which such the Fund may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's ’s credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account Account of a Fund particular Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, Series (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds Fund and Custodian, as such Fee Exhibit Custodian may be amended agree upon from time to time. In addition, the Fund hereby agrees that to the extent of the overdraft or indebtedness and interest thereon, Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, discretion at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything Custodian shall promptly advise the Fund whenever such Fund has an overdraft or indebtedness bearing interest as provided in this Agreement Article, or whenever Custodian intends to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement realize upon its lien or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund's Cash Management and Related Services Agreement (, (except but not including a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any property which may include investment property or any financial asset, of asset specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time time, upon notice to the Fund, to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill a Certificate, Instructions or Oral in Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York Mellon under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby pledges and grants to Custodian and agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, interest and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianTrust's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund Trust hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, property including any investment property or any financial asset, of asset specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such Fund the Trust may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund Trust authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Trust hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Trust had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf the Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund's Cash Management and Related Services Agreement, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between the Funds and actual number of days involved) equal to 1/2% over Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/ or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrow- ing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Trust’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's the particular Series’s credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Trust is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York Mellon under the Custodian, Trust's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund Trust for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund Trust hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund Trust authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the CustodianFund’s Cash Management and Related Services Agreement, if any (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund’s Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in Custodian's ’s possession or control or in possession or control of any third party acting in Custodian's ’s behalf. The Fund authorizes Custodian, in its sole discretion, to be exercised in good faith, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on Custodian's ’s books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient insuffi- cient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSer- ies, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 1/2%, such rate to be adjusted on the Fee Schedule between the effective date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, unless the Fund hereby agrees has given a Certificate that the Custodian shall not impose a lien and security interest to secure such overdrafts (in which event it shall not do so), the maximum extent permitted by law Custodian shall have a continuing lien, security interest, lien and security entitlement interest in the aggregate amount of such overdrafts and indebtedness as may from time to time exist in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of in an account standing to in the name of such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions Certificate or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to 1/2% over Custodian's prime commercial lending rate in effect from time to time, such rate to be adjusted on the Fee Schedule between the Funds and Custodianeffective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum, or at such other rate per annum, if any, as such Fee Exhibit the Fund and the Custodian may be amended agree upon in writing from time to time. In addition, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to incur any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall indebtedness not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second AmendmentIf Custodian, dated 9/5/08. If Custodian should in its sole discretion advance funds discretion, advances cash on behalf of any Fund the Principal which results in an overdraft {this shall specifically not include any day-light overdraft) because the money cash held by Custodian in an Account for such Fund the account of the Principal shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill a Certificate, Instructions in proper instructions or Oral Instructions, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund Principal is for any other reason indebted to Custodian with respect (including any amount owed by Principal to a Fund due Custodian pursuant to a borrowing from a Fund from the CustodianSection 14, (above, and except a borrowing for investment or other borrowings for temporary or emergency purposes using Securities securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Articleagreement), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Principal payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between actual number of days involved) equal to 2% over the Funds and Custodian, as such Fee Exhibit may be amended prime rate in effect from time to timetime as announced by The Wall Street Journal under the section titled Money Rates, or any successor title, such rate to be adjusted on the effective date of any change in such prime rate. In addition, to the Fund extent permitted by the Investment Company Act of 1940, the Principal hereby grants to and agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund the Principal or in which such Fund the Principal may have an interest (which is then in Custodian's possession or control or in possession or control control, of any third party acting in on Custodian's behalf. The Fund Principal authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fundthe Principal's credit on the Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any the Fund which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such the Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such the Fund, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a the Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due the Fund, including any indebtedness to a borrowing from a Fund from The Bank of New York under the Custodian, Fund's Cash Management and Related Services Agreement (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such the Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such the Fund at any time held by Custodian for the benefit of such the Fund or in which such the Fund may have an interest (which is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such the Fund's credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account the separate account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if Written Instructions or which results in an overdraft arises in the separate account of a Fund such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the CustodianSeries, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus 2%, such rate to be adjusted on the Fee Schedule between the effective date of any change in such Federal Funds and Custodian, as such Fee Exhibit may Rate but in no event to be amended from time to timeless than 6% per annum. In addition, unless the Fund hereby agrees has given a Certificate that the Custodian shall not impose a lien and security interest to secure such overdrafts (in which event it shall not do so), the maximum extent permitted by law Custodian shall have a continuing lien, security interest, lien and security entitlement interest in the aggregate amount of such overdrafts and indebtedness as may from time to time exist in and to any property, including, without limitation, any investment property or any financial asset, of specifically allocated to such Fund Series at any time held by Custodian it for the benefit of such Fund Series or in which such the Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in the Custodian's behalf. The Fund authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any money balance of in an account standing to in the name of such Fund's Series' credit on the Custodian's books. NotwithstandingIn addition, anything in this the Fund hereby covenants that on each Business Day on which either it intends to enter a Reverse Repurchase Agreement to and/or otherwise borrow from a third party, or which next succeeds a Business Day on which at the contrary, provided that Custodian and close of business the Fund had outstanding a Fund are parties to a Custodial Undertaking in Connection with Master Reverse Repurchase Agreement or such a Subcustodial Undertaking borrowing, it shall prior to 9 a.m., New York City time, advise the Custodian, in Connection with Master Repurchase Agreement (collectively writing, of each such borrowing, shall specify the “Custodial Undertakings”)Series to which the same relates, Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject incur any indebtedness, including pursuant to any security interestReverse Repurchase Agreement, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securitiesso specified other than from the Custodian.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any Fund a Series which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for the account of such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for such Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund a Series is for any other reason indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle XIII), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the actual number of days involved) equal to the Federal Funds Rate plus l/2%, such rate to be adjusted on the Fee Schedule between effective date of any change in such Federal Funds Rate but in no event to be less than 6% per annum, except that any overdraft resulting from an error by the Funds and Custodian, as Custodian shall bear no interest. Any such Fee Exhibit may overdraft or indebtedness shall be amended from time reduced by an amount equal to timethe total of all amounts due such Series which have not been collected by the Custodian on behalf of such Series when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, to the fullest extent permitted by law, the Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such Fund Series or in which such Fund Series may have an interest (which is then in the Custodian's ’s possession or control or in possession or control of any third party acting in the Custodian's ’s behalf. The Fund authorizes the Custodian, in its sole discretion, at any time time, to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series’ credit on the Custodian's ’s books. NotwithstandingFor purposes of this Section 1 of Article XIII, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If Custodian should in its sole discretion advance funds on behalf of any Fund Series which results in an overdraft {this shall specifically not include (including, without limitation, any day-light overdraft) because the money held by Custodian in an Account for such Fund Series shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such FundSeries, as set forth ill in a Certificate, Instructions or Oral Instructions, or if an overdraft arises in the separate account of a Fund Series for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the Fund is for any other reason indebted to Custodian with respect to a Fund due Series, including any indebtedness to a borrowing from a Fund from the Custodian, The Bank of New York (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section 2 of this Article), such overdraft or indebtedness shall be deemed to be a loan made by Custodian to the Fund for such Fund Series payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed on the Fee Schedule between the Funds and Custodianordinarily charged by Custodian to its institutional customers, as such Fee Exhibit rate may be amended adjusted from time to time. In addition, the Fund hereby agrees that Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, and security entitlement in and to any property, including, without limitation, any investment property or any financial asset, of such Fund Series at any time held by Custodian for the benefit of such Fund Series or in which such Fund Series may have an interest (which that is then in Custodian's possession or control or in possession or control of any third party acting in Custodian's behalf. The Fund authorizes Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such Fund's Series' credit on Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.

OVERDRAFTS OR INDEBTEDNESS. 1. See Second Amendment, dated 9/5/08. If the Custodian should in its sole discretion advance funds on behalf of any a Fund which results in an overdraft {this shall specifically not include any day-light overdraft) because the money moneys held by the Custodian in an Account for such the account of a Fund shall be insufficient to pay the total amount payable upon a purchase of Securities specifically allocated to such Fund, as set forth ill in a Certificate, Instructions Certificate or Oral InstructionsInstructions issued pursuant to Article IV, or if which results in an overdraft arises in the separate account of a Fund for some other reason, including, without limitation, because of a reversal of a conditional credit or the purchase of any currency, or if the a Fund is is, for any other reason reason, indebted to the Custodian with respect to a Fund due to a borrowing from a Fund from the Custodian, (except a borrowing for investment or for temporary or emergency purposes using Securities as collateral pursuant to a separate agreement and subject to the provisions of Section paragraph 2 of this ArticleArticle X), such overdraft or indebtedness shall be deemed to be a loan made by the Custodian to the Fund for such a Fund payable on demand and shall bear interest from the date incurred at a rate per annum as disclosed (based on a 360-day year for the Fee Schedule between actual number of days involved) equal to 1/2% over the Funds and Custodian, as such Fee Exhibit may be amended 's prime commercial lending rate in effect from time to time, such rate to be adjusted on the effective date of any change in such prime commercial lending rate but in no event to be less than 6% per annum. Any such overdraft or indebtedness shall be reduced by an amount equal to the total of all amounts due a Fund which have not been collected by the Custodian on behalf of a Fund when due because of the failure of the Custodian to make timely demand or presentment for payment. In addition, the Company on behalf of a Fund hereby agrees that the Custodian shall to the maximum extent permitted by law have a continuing lien, security interest, lien and security entitlement interest in and to any property, including, without limitation, any investment property or any financial asset, of such Fund at any time held by Custodian it for the benefit of such a Fund or in which such a Fund may have an interest (which is then in the Custodian's possession or control or in possession or control of any third party acting in on the Custodian's behalf. The Fund Company authorizes the Custodian, in its sole discretion, at any time to charge any such overdraft or indebtedness together with interest due thereon against any balance of account standing to such a Fund's credit on the Custodian's books. Notwithstanding, anything in this Agreement to the contrary, provided that Custodian and a Fund are parties to a Custodial Undertaking in Connection with Master Repurchase Agreement or a Subcustodial Undertaking in Connection with Master Repurchase Agreement (collectively the “Custodial Undertakings”), Custodian agrees that any securities held by Custodian in connection with a repurchase agreement entered into by such Fund and subject to the Custodial Undertakings shall not be subject to any security interest, lien or right of setoff by Custodian or any third pep claiming through Custodian and Custodian shall not pledge, encumber, hypothecate, transfer, dispose of, or otherwise grant any third party an interest in, any such securities.