Appears in 96 contracts

Samples: Custodian Agreement (T. Rowe Price Integrated Equity Funds, Inc.), Custodian Agreement (T. Rowe Price Real Assets Fund, Inc.), Custodian Agreement (T. Rowe Price State Tax-Free Funds, Inc.)

Appears in 30 contracts

Samples: Custodian Agreement (T. Rowe Price Institutional International Funds, Inc.), Custodian Agreement (T. Rowe Price Dividend Growth Fund, Inc.), Custodian Agreement (T. Rowe Price Real Assets Fund, Inc.)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien. Except as may arise from the Custodian’s own negligence or willful misconduct, or the negligence or willful misconduct of a subcustodian or agent appointed by the Custodian, the Fund agrees to indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against the Custodian (i) acting in accordance with any Proper Instruction, or (ii) for any acts or omissions of CHASE MANHATTAN BANK N.A. Notwithstanding any provision herein to the contrary, to the extent the Custodian is found to be liable hereunder for any loss, liability, claim, expense or damage, the Custodian shall be liable only for such loss, liability, claim, expense or damage which was reasonably foreseeable.

Appears in 18 contracts

Samples: Custodian Agreement (T. Rowe Price Tax-Efficient Funds, Inc.), Custodian Agreement (T. Rowe Price Diversified Small-Cap Growth Fund, Inc.), Custodian Agreement (T. Rowe Price Health Sciences Fund, Inc.)

Appears in 18 contracts

Samples: Custodian Contract (Scudder Value Series Inc), Custodian Contract (Investors Cash Trust), Custodian Contract (Kemper Equity Trust)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability The Custodian shall not be responsible for the title, validity or ~~claim resulting from~~genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or ~~caused by, the direction of or authorization~~ other instrument reasonably believed by it to be genuine and to be signed by the ~~Fund~~ proper party or parties, including any futures commission merchant acting pursuant to ~~maintain custody of any securities or cash or other property of~~ the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct terms of a ~~sub~~three-~~custodian~~ party futures or ~~agent~~options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any ~~loss~~action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, ~~liability~~it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim ~~or expense resulting from or caused by:~~ for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) ~~events or circumstances beyond~~ the ~~reasonable control~~ Fund shall take over complete defense of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; claim and (ii) ~~errors by the Fund or its duly- appointed investment advisor in their instructions to~~ the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank shall initiate no further legal or other ~~commercially prevalent payment~~ expenses with respect to such claim. The Custodian shall in no case confess any claim or ~~clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v)~~ make any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure compromise with respect to any ~~particular security~~ claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or ~~Securities System; and (vii) changes to any provision~~ cause of action on the part of the Custodian under this Agreement which is independent of any ~~present~~ right or ~~future law or regulation or order~~ cause of action on the part of the ~~United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction~~Fund. The Custodian shall be ~~liable~~ entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~acts~~ Fund or ~~omissions~~ other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking ~~institution acting as~~ institution, a ~~sub-custodian hereunder to~~ foreign securities depository, or a branch or affiliate of a U.S. bank, the ~~same extent as set forth with respect to sub-custodians generally in this Agreement.~~ Custodian shall not be liable for any loss, damage, cost, expense, liability If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s 's right to assert and execute on such lien.

Appears in 16 contracts

Samples: Custodian Agreement (Institutional Domestic Equity Funds Inc), Custodian Agreement (Price T Rowe New Income Fund Inc), Custodian Agreement (Price T Rowe Corporate Income Fund Inc)

Responsibility of Custodian. ~~The~~ So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this ~~Agreement~~ Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this ~~Agreement~~Contract, ~~and it~~ but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~Fund or other such counsel as agreed to by the parties~~Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. As a condition to the indemnification provided for in this Section 13, if in any case the indemnifying party is asked to indemnify and hold the indemnified party harmless, the indemnified party shall fully and promptly advise the indemnifying party of all pertinent facts concerning the situation in question, and shall use all reasonable care to identify, and promptly notify the indemnifying party of, any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party. The ~~Custodian~~ indemnifying party shall be entitled, at its own expense, to participate in the investigation and to be consulted as to the defense of any such claim, and in such event, the indemnified party shall keep the indemnifying party fully and currently informed of all developments relating to such investigation or defense. At any time, the indemnifying party shall be entitled at its own expense to ~~rely upon, and shall have no duty of inquiry with respect to,~~ conduct the ~~accuracy~~ defense of any ~~representation or warranty given to it by~~ such claim, provided that the ~~Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action~~ indemnifying party: (a) reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability demonstrates to the ~~Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond~~ other party its ability to pay the ~~reasonable control~~ full amount of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made potential liability in connection with ~~securities sold;~~ such claim and (vb) ~~any delay or failure~~ first admits in writing to the other party that such claim is one in respect of ~~any company~~which the indemnifying party is obligated to indemnify the other party hereunder. Upon satisfaction of the foregoing conditions, ~~corporation~~ the indemnifying party shall take over complete defense of the claim, and the indemnified party shall initiate no further legal or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdictionexpenses for which it shall seek indemnification. The ~~Custodian~~ indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be ~~liable for~~ asked to indemnify the ~~acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to~~ indemnified party, except with the ~~same extent as set forth with respect to sub-custodians generally in this Agreement~~indemnifying party's prior written consent. If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.

Appears in 14 contracts

Samples: Custodian Contract (Neuberger Berman Advisers Management Trust), Custodian Contract (Neuberger Berman Advisers Management Trust), Custodian Contract (Equity Managers Trust)

Appears in 13 contracts

Samples: Master Custodian Agreement (Putnam ETF Trust), Master Custodian Agreement (Putnam Variable Trust), Master Custodian Agreement (Putnam Diversified Income Trust)

Appears in 7 contracts

Samples: Custodian Agreement (Price T Rowe Short Term Bond Fund Inc), Custodian Agreement (Price T Rowe Capital Appreciation Fund), Custodian Agreement (Price T Rowe Tax Exempt Money Fund Inc)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability The Custodian shall not be responsible for the title, validity or ~~claim resulting from~~genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or ~~caused by, the direction of or authorization~~ other instrument reasonably believed by it to be genuine and to be signed by the ~~Fund~~ proper party or parties, including any futures commission merchant acting pursuant to ~~maintain custody of any securities or cash or other property of~~ the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct terms of a ~~sub~~three-~~custodian~~ party futures or ~~agent~~options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any ~~loss~~action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, ~~liability~~it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim ~~or expense resulting from or caused by:~~ for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) ~~events or circumstances beyond~~ the ~~reasonable control~~ Fund shall take over complete defense of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; claim and (ii) ~~errors by the Fund or its duly- appointed investment advisor in their instructions to~~ the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank shall initiate no further legal or other ~~commercially prevalent payment~~ expenses with respect to such claim. The Custodian shall in no case confess any claim or ~~clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v)~~ make any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure compromise with respect to any ~~particular security~~ claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or ~~Securities System; and (vii) changes to any provision~~ cause of action on the part of the Custodian under this Agreement which is independent of any ~~present~~ right or ~~future law or regulation or order~~ cause of action on the part of the ~~United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction~~Fund. The Custodian shall be ~~liable~~ entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~acts~~ Fund or ~~omissions of a foreign banking institution acting~~ other such counsel as ~~a sub-custodian hereunder~~ agreed to by the ~~same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take~~ parties) on all matters, and shall be without liability for any action ~~with respect~~ reasonably taken or omitted pursuant to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such ~~action, shall provide indemnity to the Custodian in an amount and form satisfactory to it~~advice. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the The Custodian shall be entitled to ~~utilize available cash~~ rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to ~~dispose of~~ it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the ~~extent necessary to obtain reimbursement~~custody of a foreign banking institution, ~~provided that~~ a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian ~~gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement~~ shall not ~~preclude the Custodian’s right to assert and execute on such lien.~~be liable for any loss, damage, cost, expense, liability

Appears in 5 contracts

Samples: Custodian Agreement (Price T Rowe Tax Efficient Balanced Fund Inc), Custodian Agreement (Price T Rowe International Funds Inc), Custodian Agreement (Institutional International Funds Inc)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel for the Fund on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Fund but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Contract in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, Custodian and the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Custodian may request the Fund, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the limitations set forth in Section 15 hereof, the Fund ~~for any purpose (including but not limited~~ agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims or and liabilities ~~in connection with the performance of this Agreement, except such~~ (including reasonable counsel fees) (referred to herein as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.authorized charges) incurred

Appears in 5 contracts

Samples: Custodian Contract (NBT Investment Co Inc), Custodian Contract (NSB Asset Fund Inc), Custodian Contract (ZFNB Asset Fund Inc)

Responsibility of Custodian. ~~The~~ So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, ~~and it~~ but shall be kept indemnified by and shall be without liability to ~~the~~ any Fund for any action taken or omitted by it in good faith without negligence~~. In order for~~ , bad faith, willful misconduct, violation of law applicable to the ~~indemnification provision contained~~ Custodian in its capacity as a custodian and that affects the Custodian’s performance of the Services hereunder, or material breach of this ~~Section~~ Agreement (provided, however, that the Custodian shall have the opportunity to ~~apply~~cure, it within thirty (30) days of its receipt of written notice from the Fund, solely those breaches capable of cure without material adverse impact to the Fund, provided, in each such instance where the Custodian is ~~understood that if in any case~~ aware of an event related to such notice, the Custodian had previously informed the Fund ~~may be asked by~~ promptly of such event; any such communication from the Custodian to ~~indemnify or hold the Custodian harmless,~~ the Fund shall not be ~~fully~~ used as or considered as an admission of fault and ~~promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian~~ will ~~use reasonable care~~ be provided solely as an accommodation to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund~~'s prior written consent~~), including, without limitation, acting in accordance with any Proper Instruction. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~Fund or other such counsel as agreed to by the parties~~Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be ~~entitled~~ without liability to ~~rely upon, and shall have no duty of inquiry with respect to, the accuracy of~~ any ~~representation or warranty given to it by the~~ Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable Portfolio for any loss, ~~damage~~liability, ~~cost~~claim or expense to the extent resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), ~~expense~~including without limitation nationalization, ~~liability or claim resulting from~~expropriation, currency restrictions, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of ~~war~~ war, revolution, riots or ~~terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts~~terrorism. Except as may arise from the Custodian’s own ~~negligence~~ negligence, bad faith, willful misconduct, violation of law applicable to the Custodian in its capacity as a custodian that affects the Custodian’s performance of the Services hereunder, or ~~willful misconduct~~ material breach of this Agreement (provided, however, that the Custodian shall have the opportunity to cure, within thirty (30) days of its receipt of written notice from the Fund, solely those breaches capable of cure without material adverse impact to the Fund, provided, in each such instance where the Custodian is aware of an event related to such notice, the Custodian had previously informed the Fund promptly of such event; any such communication from the Custodian to the Fund shall not be used as or considered as an admission of fault and will be provided solely as an accommodation to the Fund), or the ~~negligence~~ negligence, bad faith or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to ~~the~~ any Fund for any loss, liability, claim or expense to the extent resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by ~~the~~ any Fund or its ~~duly- appointed~~ duly authorized investment ~~advisor~~ manager or investment adviser in ~~their~~ its instructions to the Custodian provided such instructions have been ~~given~~ in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian ; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s ~~sub-~~ sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vvi) any delay or failure of any company, ~~corporation~~ corporation, or other body in charge of registering or transferring securities in the name of the Custodian, ~~the~~ any Fund, the Custodian’s sub-custodians, nominees or ~~agents,~~ agents or any consequential losses arising out of such delay or failure to transfer such ~~securities,~~ securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vivii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; ~~and~~ (~~vii~~viii) ~~changes to~~ any provision of any present or future law or regulation or order of the United ~~States~~States of America, or any state thereof, or of any other ~~country~~ country, or political subdivision ~~thereof,~~ thereof or ~~any order~~ of any court of competent jurisdiction; and (ix) the Custodian acting in accordance with any Proper Instruction with respect to Free Trade. In the event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Custodian’s control, the Custodian shall take reasonable steps to minimize service interruptions. The Custodian shall enter into and shall maintain in effect, at all times during the term of this Agreement, with appropriate parties one or more agreements making reasonable provision for (i) periodic back-up of the computer files and data with respect to the Funds; and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. The Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian shall be liable for the acts or omissions of a ~~foreign banking institution acting~~ Foreign Sub-Custodian (as ~~a sub-custodian hereunder~~ such term is defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim to the extent resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care. With respect to foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) which are registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing in accordance with Section 4.5 of this Agreement, the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. If ~~the~~ a Fund on behalf of a Portfolio requires the Custodian to take any action not otherwise addressed in this Agreement with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the ~~Fund~~Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If In the event a Fund requires the Custodian, ~~or any of~~ its affiliates, subsidiaries or agents, ~~advances~~ to advance cash or ~~investments to the Fund~~ securities for any purpose (including but not limited to securities settlements, predetermined income, foreign exchange contracts and assumed settlement), ) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the ~~Fund~~ applicable Portfolio shall be security ~~therefor,~~ therefor and should the Fund fail to repay the Custodian ~~promptly~~ promptly, the Custodian shall be entitled to utilize available cash and to dispose of ~~the Fund~~ such Portfolio’s assets to the extent necessary to obtain reimbursement. To the extent not inconsistent with market rules or practice, ~~provided that~~ the Custodian ~~gives~~ shall first utilize available cash and thereafter such Portfolio’s other assets, it being specifically understood that any failure of the ~~Fund reasonable notice~~ Custodian to ~~repay~~ so utilize or dispose shall in no way affect either the validity or priority of the Custodian’s security interest in such cash or ~~securities advanced~~assets. Further, and ~~provided further~~ only to the extent practicable, the Custodian shall provide notice to the Fund prior to commencing such utilization or disposal, and, if such prior notice is not practicable, the Custodian shall provide notice to the Fund as soon as practicable thereafter, it being specifically understood that any failure of the Custodian to provide any such notice ~~requirement~~ shall ~~not preclude~~ in no way affect the Custodian’s ~~right to assert and execute on such lien~~rights or remedies under this paragraph or applicable law. In no event shall any party hereto be liable for indirect, special or consequential damages.

Appears in 4 contracts

Samples: Master Custodian Agreement (Putnam Target Date Funds), Master Custodian Agreement (Putnam Europe Equity Fund), Master Custodian Agreement (Putnam Variable Trust)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary ~~herein~~in this Agreement, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this ~~Agreement~~Contract. Provided the Custodian has acted with such care, ~~and~~ it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without ~~negligence~~negligence or willful misconduct. The Custodian shall not be liable for any failure or delay in performance of its obligations under this Contract arising solely out of or caused solely by any instruction, action or omission of the Fund, or by circumstances beyond its reasonable control including, without limitation, loss or malfunctions of utility, transportation, computer (hardware or software) or communication service provided the Custodian has in place reasonable backup facilities. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify, and~~ notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for ~~indemnification~~indemnification against the Fund. The Fund shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so elects, it will so notify the ~~Custodian thereof and~~Custodian, ~~thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the claim and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this ~~Agreement~~ Contract which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or such other ~~such~~ counsel as may be agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall only be ~~entitled~~ responsible for the performance of such duties as are expressly set forth herein or in instructions of the Fund which are not contrary to ~~rely upon~~the provisions of this Contract and, ~~and~~ except to the extent provided by this Contract, no representation, warranty, covenant or other obligation of the Custodian shall ~~have no duty of inquiry~~ be implied with respect toto the Custodian's services under this Contract. The Custodian shall not be responsible to any person for recitals, ~~the accuracy~~ statements, or warranties or representations of any ~~representation~~ person or ~~warranty given~~ entity contained herein or in any other document other than those relating to ~~it by~~ the Custodian or its personnel, agents or nominees. The Custodian shall not be bound to ascertain or inquire as to the performance or observance of any of the terms of any document on the part of the Fund or any ~~duly-authorized employee or agent thereof~~other person, except as otherwise set forth in this Contract and ~~shall be without liability for~~ provided that as to any ~~action reasonably taken or omitted by it in reliance thereon. Regardless~~ provision of ~~whether assets held pursuant to~~ this ~~Agreement are maintained in~~ Contract requiring compliance with the ~~custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank~~Governing Documents, the Custodian shall not be liable for any ~~loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by~~ failure to comply with any provision thereof unless the Fund ~~to maintain custody of any securities or cash or other property~~ has furnished a copy of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from Governing Documents containing such provision to the Custodian~~’s own negligence~~ . Nothing in this Contract shall be deemed to impose upon the Custodian any duty to qualify to do business or ~~willful misconduct or~~ be licensed in any jurisdiction other than the ~~negligence or willful misconduct~~ State of ~~a sub-custodian or agent~~North Carolina. In performing its services hereunder, the Custodian ~~shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control~~ is acting solely on behalf of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, as the Fund's agent. No agency relationship shall be deemed to be established hereby between the Custodian and any other persons. The Fund acknowledges that: the Custodian~~’s sub-custodians~~'s duties hereunder do not include any discretionary authority, ~~nominees~~ control or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure responsibility with respect to the management or disposition of any ~~particular security~~ investments except as specifically set forth herein; the Custodian has no authority or ~~Securities System~~responsibility to render investment advice; and ~~(vii) changes to any provision of any present or future law or regulation or order of~~ the ~~United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The~~ Custodian ~~shall be liable for the acts or omissions of~~ is not a ~~foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth~~ fiduciary with respect to ~~sub-custodians generally in this Agreement~~Fund or any other person. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to itthe Custodian. If the ~~Custodian, or any of its affiliates, subsidiaries or agents, advances~~ Fund requires the Custodian to advance cash or ~~investments to the Fund~~ securities for any ~~purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement),~~ or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ~~Agreement~~Contract, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, or if custodian fees remain 60 days past due, the Fund hereby grants the Custodian to the extent permissible under the 1940 Act a security interest in any property at any time held for the account of the Fund ~~shall be~~ as security ~~therefor,~~ therefor and should the Fund fail to repay the Custodian ~~promptly~~ promptly, or fail to pay custodian fees within 60 days, the Custodian shall be entitled to utilize available cash of the Fund and to dispose of the ~~Fund~~ Fund's assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities ~~advanced, and provided further that such~~ advanced or to pay fees. Such notice ~~requirement~~ shall not preclude the Custodian’s 's right to assert ~~and execute on such lien~~any lien under this provision.

Appears in 3 contracts

Samples: Custodian Contract (Excelsior Hedge Fund of Funds I LLC), Custodian Contract (Excelsior Low Volatility Hedge Fund of Funds Master Fund LLC), Custodian Contract (Excelsior Low Volatility Hedge Fund of Funds LLC)

Appears in 2 contracts

Samples: Custodian Contract (Alliance Global Small Cap Fund Inc), Custodian Contract (Alliance Fund Inc)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Agreement. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Trust but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Agreement in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the ~~Fund~~ Trust may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the ~~Fund~~ Trust promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The ~~Fund~~ Trust shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Trust so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the ~~Fund~~ Trust shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Trust will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund~~Trust's prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to Custodian and the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this AgreementTrust. If the ~~Fund~~ Trust requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to ~~the~~ a Fund being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Custodian may request the Trust, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the ~~Fund for any purpose (including but not limited~~ limitations set forth in Section 15 hereof, the Trust agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this Agreement, except such as may arise from ~~its~~ it or its nominee’s 's own ~~negligent action, negligent~~ failure to act in accordance with the standard of care set forth herein or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of care were not part of this Agreement. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Trust hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian in an amount not to exceed 10 percent of the ~~Fund shall~~ Fund's gross assets, the specific securities to be ~~security therefor~~designated in writing from time to time by the Trust or the Fund's investment adviser. Should the Trust fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Trust hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for a Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Trust instructing their purchase shall be considered the requisite description and designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 2 contracts

Samples: Custodian Agreement (Huntington Funds), Custodian Agreement (Huntington Va Funds)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Trust but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it in ~~good faith without negligence~~carrying out the terms and provisions of this Contract in accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the ~~Fund~~ Trust may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the ~~Fund~~ Trust promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The ~~Fund~~ Trust shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Trust so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the ~~Fund~~ Trust shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Trust will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund~~Trust's prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to Custodian and the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this AgreementTrust. If the ~~Fund~~ Trust requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to ~~the~~ a Fund being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Custodian may request the Trust, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the ~~Fund for any purpose (including but not limited~~ limitations set forth in Section 15 hereof, the Trust agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this ~~Agreement~~Contract, except such as may arise from ~~its~~ it or its nominee’s 's own ~~negligent action, negligent~~ failure to act in accordance with the standard of reasonable care or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of reasonable care were not part of this Contract. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Trust hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian, in an amount not to exceed 10 percent of the ~~Fund shall~~ Fund's gross assets, the specific securities to be ~~security therefor~~designated in writing from time to time by the Trust or the Fund's investment adviser. Should the Trust fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Trust hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for a Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Trust instructing their purchase shall be considered the requisite description and designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 2 contracts

Samples: Custodian Contract (Regions Morgan Keegan Select Funds), Custodian Contract (WCT Funds)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation as if such above stated standard of reasonable care were not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Corporation) on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. The Custodian shall be kept indemnified by the Corporation but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it in ~~good faith without negligence~~carrying out the terms and provisions of this Contract in accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the ~~Fund~~ Corporation may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Corporation shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the ~~Fund~~ Corporation promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The ~~Fund~~ Corporation shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Corporation so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the ~~Fund~~ Corporation shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Corporation will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund~~Corporation's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the ~~Fund~~ Corporation requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to ~~the~~ a Fund being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Custodian may request the Corporation, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . The Corporation agrees to ~~the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this ~~Agreement~~Contract, except such as may arise from ~~its~~ it or its nominee’s 's own ~~negligent action, negligent~~ failure to act in accordance with the standard of reasonable care or ~~willful misconduct,~~ any ~~property at any time held for the account~~ higher standard of ~~the Fund shall~~ care which would be ~~security therefor, and should the Fund fail to repay~~ imposed upon the Custodian ~~promptly the Custodian shall be entitled to utilize available cash and to dispose~~ by any applicable law or regulation as if such above-stated standard of ~~the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund~~ reasonable ~~notice to repay such cash or securities advanced, and provided further that such notice requirement shall~~ care were not ~~preclude the Custodian’s right to assert and execute on such lien~~part of this Contract.

Appears in 2 contracts

Samples: Custodian Contract (Lacrosse Funds Inc), Custodian Contract (Lacrosse Funds Inc)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Agreement. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 16 hereof, the Custodian shall be kept indemnified by the Trust but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Agreement in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the ~~Fund~~ Trust may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the ~~Fund~~ Trust promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The ~~Fund~~ Trust shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Trust so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the ~~Fund~~ Trust shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Trust will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund's~~ Trust’s prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to Custodian and the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this AgreementTrust. If the ~~Fund~~ Trust requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to ~~the~~ a Fund being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Custodian may request the Trust, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the ~~Fund for any purpose (including but not limited~~ limitations set forth in Section 16 hereof, the Trust agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this Agreement, except such as may arise from ~~its~~ it or its nominee’s own ~~negligent action, negligent~~ failure to act in accordance with the standard of care set forth herein or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of care were not part of this Agreement. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Trust hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian in an amount not to exceed 10 percent of the ~~Fund shall~~ Fund’s gross assets, the specific securities to be ~~security therefor~~designated in writing from time to time by the Trust or the Fund’s investment adviser. Should the Trust fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Trust hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for a Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Trust instructing their purchase shall be considered the requisite description and designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 2 contracts

Samples: Custodian Agreement (Huntington Funds), Custodian Agreement (Huntington Funds)

Responsibility of Custodian. ~~The~~ So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this ~~Agreement~~ Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this ~~Agreement~~Contract, ~~and it~~ but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~Fund or other such counsel as agreed to by the parties~~Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. As a condition to the indemnification provided for in this Section 13, if in any case the indemnifying party is asked to indemnify and hold the indemnified party harmless, the indemnified party shall fully and promptly advise the indemnifying party of all pertinent facts concerning the situation in question, and shall use all reasonable care to identify, and promptly notify the indemnifying party of, any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party. The ~~Custodian~~ indemni- fying party shall be entitled, at its own expense, to participate in the investigation and to be consulted as to the defense of any such claim, and in such event, the indemnified party shall keep the indemnifying party fully and currently informed of all developments relating to such investi- gation or defense. At any time, the indemnifying party shall be entitled at its own expense to ~~rely upon, and shall have no duty of inquiry with respect to,~~ conduct the ~~accuracy~~ defense of any ~~representation or warranty given to it by~~ such claim, provided that the ~~Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action~~ indemnifying party: (a) reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability demonstrates to the ~~Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond~~ other party its ability to pay the ~~reasonable control~~ full amount of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made potential liability in connection with ~~securities sold;~~ such claim and (vb) ~~any delay or failure~~ first admits in writing to the other party that such claim is one in respect of ~~any company~~which the indemnifying party is obligated to indemnify the other party hereunder. Upon satisfaction of the foregoing conditions, ~~corporation~~ the indemnifying party shall take over complete defense of the claim, and the indemnified party shall initiate no further legal or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdictionexpenses for which it shall seek indemnification. The ~~Custodian~~ indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be ~~liable for~~ asked to indemnify the ~~acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to~~ indemnified party, except with the ~~same extent as set forth with respect to sub-custodians generally in this Agreement~~indemnifying party's prior written consent. If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.

Appears in 2 contracts

Samples: Custodian Contract (Neuberger & Berman Income Funds), Custodian Contract (Neuberger & Berman Income Trust)

Responsibility of Custodian. ~~The~~ Custodian shall ~~not be responsible~~ have no responsibility or liability to Pledgee for making trades of Financial Assets held in the ~~title~~Account at the direction of Pledgor or its authorized representatives or, ~~validity~~ subject to Section 4 hereof, complying with Entitlement Orders concerning the Account from Pledgor, or ~~genuineness of any property or evidence of title thereto~~ its authorized representatives, which are received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms Custodian before Custodian receives a Notice of ~~a three-party futures or options agreement~~Exclusive Control from Pledgee. ~~Notwithstanding anything to the contrary herein, the~~ Custodian shall ~~be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without~~ have no responsibility or liability to Pledgor for complying with Entitlement Orders that comply with the ~~Fund for any action taken~~ requirements of Section 4 or ~~omitted by it in good faith without negligence. In order for~~ complying with Notices of Exclusive Control that comply with the ~~indemnification provision contained in this~~ requirements of Section ~~to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts~~ 4 concerning the ~~situation in question, and it is further understood that the~~ Account originated or by Pledgee. Custodian ~~will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund~~ shall have ~~the option~~ no duty to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim investigate or make any ~~compromise~~ determination as to whether a default Event of Default exists under any agreement between Pledgor and Pledgee, N-3 and shall comply with ~~respect to~~ a Notice of Exclusive Control even if Custodian receives a claim that no such default or Event of Default exists or believes that no such default or Event of Default exists. This Agreement does not create any ~~claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right~~ obligation or ~~cause of action~~ duty on the part of Custodian other than those expressly set forth herein. Upon receipt of a Notice of Exclusive Control, Custodian shall notify Pledgor of its receipt of such Notice of Exclusive Control and shall deliver the Securities and any other Financial Assets in the Account to or on instructions of Pledgee upon Pledgee's demand. Custodian ~~under this Agreement which is independent~~ may fully rely, and may take the actions herein set forth, notwithstanding any notice of ~~any right or cause of action on the part of the Fund~~dispute between Pledgee and Pledgor. The parties acknowledge that, notwithstanding the above, Custodian ~~shall be entitled~~ is required to ~~rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters,~~ and shall ~~be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry~~ comply with ~~respect to,~~ the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order orders of any court of competent ~~jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth~~ jurisdiction with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of matters otherwise governed by this Agreement, ~~except such as may arise from its or its nominee’s own negligent action~~provided, ~~negligent failure to act or willful misconduct~~however, that Custodian will give Pledgee and Pledgor immediate notice and a complete copy of any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lienorder received by it.

Appears in 1 contract

Samples: Office Lease Agreement (Blue Nile Inc)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Agreement. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Trust but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it in ~~good faith without negligence~~carrying out the terms and provisions of this Agreement in accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the ~~Fund~~ Trust may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the ~~Fund~~ Trust promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The ~~Fund~~ Trust shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Trust so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the ~~Fund~~ Trust shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Trust will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund~~Trust's prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to Custodian and the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this AgreementTrust. If the ~~Fund~~ Trust requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to ~~the~~ a Fund being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Custodian may request the Trust, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the ~~Fund for any purpose (including but not limited~~ limitations set forth in Section 15 hereof, the Trust agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this Agreement, except such as may arise from ~~its~~ it or its nominee’s 's own ~~negligent action, negligent~~ failure to act in accordance with the standard of reasonable care or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of reasonable care were not part of this Agreement. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Trust hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian, in an amount not to exceed 10 percent of the ~~Fund shall~~ Fund's gross assets, the specific securities to be ~~security therefor~~designated in writing from time to time by the Trust or the Fund's investment adviser. Should the Trust fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Trust hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for a Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Trust instructing their purchase shall be considered the requisite description and designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 1 contract

Samples: Custodian Agreement (Regions Morgan Keegan Select Funds)

Responsibility of Custodian. ~~The~~ So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this ~~Agreement~~ Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this ~~Agreement~~Contract, ~~and it~~ but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without ~~negligence. In order for~~ negligence or misconduct; provided, however, that the ~~indemnification provision contained in this Section~~ Custodian uses reasonable care to ~~apply, it is understood that if in any case~~ provide prompt notice to the Fund of (i) the circumstances and all pertinent facts of which the Custodian has knowledge giving rise to the claim for indemnification or the reasonable likelihood that such a claim may be ~~asked by~~ made, and (ii) the ~~Custodian~~ Custodian's claim for such indemnification provided, however, that the failure to ~~indemnify~~ so advise, identify -------- ------- or ~~hold the Custodian harmless,~~ notify the Fund shall ~~be fully and promptly advised of all pertinent facts concerning~~ not in any way limit the ~~situation~~ Fund's liability for indemnification under this Contract with respect to any such claim to the extent that the defense thereof is not materially prejudiced by such failure. If the Fund acknowledges in ~~question, and it is further understood~~ writing that the Custodian ~~will use reasonable care~~ is entitled to ~~identify~~indemnification, ~~and notify~~ the ~~Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The~~ Fund shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so elects, it will so notify the ~~Custodian thereof and~~Custodian, ~~thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim. In the event the Fund elects to assume the control of the defense of the claim, the Custodian may participate in such proceeding and retain additional counsel but shall bear all fees and expenses of such retention of such counsel, unless (i) the Fund shall have specifically authorized the retention of such counsel, or (ii) if the Fund and the Custodian agree that the retention of such counsel is required as a result of a conflict of interest. In the event the Fund assumes control of any proceeding, the Fund shall ~~initiate~~ keep the Custodian notified of the progress of such proceeding and, upon request, consult with the Custodian and counsel. The Fund will, upon request by the Custodian, either pay in the first instance or reimburse the Custodian for any expenses subject to indemnity hereunder. The Fund shall not settle or compromise any proceeding without the prior written consent of the Custodian unless (i) such settlement or compromise involves no ~~further legal~~ admission of guilt, wrongdoing, or misconduct by the Custodian, (ii) such settlement or compromise does not impose any obligations or restrictions on the Custodian other ~~expenses~~ than obligations to pay money that are subject to indemnity under this Contract, and (iii) the Fund shall have paid or made arrangements satisfactory to the Custodian for payment of amounts payable by the Custodian in connection with ~~respect to~~ such ~~claim~~settlement. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent~~. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund~~. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~Fund or other such counsel as agreed to by the parties~~Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s 's own negligence or ~~willful~~ misconduct or failure to exercise reasonable care or the negligence or ~~willful~~ misconduct or failure to exercise reasonable care of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, nationalization or expropriation, imposition of currency controls or restrictions, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, acts of war or terrorism, riots, revolutions, work stoppages, natural disasters or other similar events or acts; (ii) errors by the Fund or ~~its duly- appointed investment advisor~~ the Investment Advisor in their instructions to the Custodian provided such instructions have been ~~given~~ in accordance with this ~~Agreement~~Contract; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian~~’s sub-~~ 's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, ~~corporation~~ corporation, or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s 's sub-custodians, nominees or ~~agents,~~ agents or any consequential losses arising out of such delay or failure to transfer such ~~securities,~~ securities including ~~non-~~non- receipt of bonus, dividends and rights and other accretions or benefits; and (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) ~~changes to~~ any change in any provision of any present ~~or future~~ law or regulation or order of the United ~~States~~States of America, or any state thereof, or of any other ~~country~~ country, or political subdivision ~~thereof,~~ thereof or ~~any order~~ of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution ~~acting as a sub-custodian hereunder~~ to the same extent as set forth with respect to ~~sub-~~sub- custodians generally in this ~~Agreement~~Contract. If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Fund requires the Custodian, ~~or any of~~ its affiliates, subsidiaries or agents, ~~advances~~ to advance cash or ~~investments to the Fund~~ securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), ) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ~~Agreement~~Contract, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the ~~Fund~~ applicable Portfolio shall be security ~~therefor,~~ therefor and should the Fund fail to repay the Custodian ~~promptly~~ promptly, the Custodian shall be entitled to utilize available cash and to dispose of ~~the Fund~~ such Portfolio's assets to the extent necessary to obtain reimbursement~~, provided that~~ . In no event shall the Custodian ~~gives the Fund reasonable notice to repay such cash~~ be liable for indirect, special or ~~securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~consequential damages.

Appears in 1 contract

Samples: Goldman Sachs Variable Insurance Trust

Appears in 1 contract

Samples: Custodian Contract (H&q Healthcare Investors)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary ~~herein~~in this Agreement, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this ~~Agreement~~Contract. Provided the Custodian has acted with such care, ~~and~~ it shall be kept indemnified by and shall be without liability to the Trust or any Fund for any action taken or omitted by it in good faith without ~~negligence~~negligence or willful misconduct. The Custodian shall not be liable for any failure or delay in performance of its obligations under this Contract arising solely out of or caused solely by any instruction, action or omission of the Trust, or by circumstances beyond its reasonable control including, without limitation, loss or malfunctions of utility, transportation, computer (hardware or software) or communication service provided the Custodian has in place reasonable backup facilities. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the ~~Fund~~ Trust may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify, and~~ notify the ~~Fund~~ Trust promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for ~~indemnification~~indemnification against the Trust. The ~~Fund~~ Trust shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Trust so elects, it will so notify the ~~Custodian thereof and~~Custodian, ~~thereupon, (i)~~ and thereupon the ~~Fund~~ Trust shall take over complete defense of the claim and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Trust will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund~~Trust's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this ~~Agreement~~ Contract which is independent of any right or cause of action on the part of the ~~Fund~~Trust. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~Fund~~ Trust or such other ~~such~~ counsel as may be agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate agreement entered into between the Custodian and the Trust. The Custodian shall only be ~~entitled~~ responsible for the performance of such duties as are expressly set forth herein or in instructions of the Trust which are not contrary to ~~rely upon~~the provisions of this Contract and, ~~and~~ except to the extent provided by this Contract, no representation, warranty, covenant or other obligation of the Custodian shall ~~have no duty of inquiry~~ be implied with respect ~~to,~~ to the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereonCustodian's services under this Contract. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the The Custodian shall not be ~~liable~~ responsible to any person for ~~any loss~~recitals, ~~damage, cost, expense, liability or claim resulting from~~statements, or ~~caused by, the direction of~~ warranties or ~~authorization by the Fund to maintain custody~~ representations of any ~~securities~~ person or ~~cash~~ entity contained herein or in any other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or document other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability than those relating to ~~the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of~~ the Custodian or ~~any sub-custodian~~ its personnel, agents or ~~Securities System~~ nominees. The Custodian shall not be bound to ascertain or ~~any agent~~ inquire as to the performance or ~~nominee~~ observance of any of the ~~foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure~~ terms of any ~~securities market~~document on the part of the Trust or any other person, ~~power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor~~ except as may be necessary in ~~their instructions to the Custodian provided such instructions have been given~~ providing services in accordance with the terms of this ~~Agreement; (iii)~~ Contract. Nothing in this Contract shall be deemed to impose upon the ~~insolvency~~ Custodian any duty to qualify to do business or be licensed in any jurisdiction other than the State of ~~or acts or omissions by a Securities System; (iv)~~ Minnesota. In performing its services hereunder, the Custodian is acting solely on behalf of the Trust, as the Trust's agent. No agency relationship shall be deemed to be established hereby between the Custodian and any ~~delay or failure of any broker, agent or intermediary, central bank or~~ other ~~commercially prevalent payment or clearing system to deliver to~~ persons. The Trust acknowledges that: the Custodian~~’s sub- custodian~~ 's duties hereunder do not include any discretionary authority, control or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure responsibility with respect to the management or disposition of any ~~particular security~~ investments except as specifically set forth herein; the Custodian has no authority or ~~Securities System~~responsibility to render investment advice; and ~~(vii) changes to any provision of any present or future law or regulation or order of~~ the ~~United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The~~ Custodian ~~shall be liable for the acts or omissions of~~ is not a ~~foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth~~ fiduciary with respect to ~~sub-custodians generally in this Agreement~~Trust or any other person. If the ~~Fund~~ Trust requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee assigned to the ~~Fund~~ Trust being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Trust, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to itthe Custodian. If the ~~Custodian, or any of its affiliates, subsidiaries or agents, advances~~ Trust requires the Custodian to advance cash or ~~investments to the Fund~~ securities for any purpose ~~(including but not limited~~ with respect to ~~securities settlements, foreign exchange contracts and assumed settlement),~~ a Fund or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this ~~Agreement~~Contract with respect to a Fund, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, or if custodian fees remain 60 days past due, the Trust hereby grants the Custodian to the extent permissible under the 1940 Act a security interest in any property at any time held for the account of the Trust on behalf of the applicable Fund ~~shall be~~ as security ~~therefor,~~ therefor and should the ~~Fund~~ Trust fail to repay the Custodian ~~promptly~~ promptly, or to pay custodian fees within 60 days, the Custodian shall be entitled to utilize available cash of such Fund and to dispose of ~~the Fund~~ such Fund's assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the ~~Fund~~ Trust reasonable notice to repay such cash or securities ~~advanced~~advanced or to pay fees, ~~and provided further that~~ however, such notice ~~requirement~~ shall not preclude the Custodian’s 's right to assert ~~and execute on such lien~~any lien under this provision.

Appears in 1 contract

Samples: Cadre Institutional Investors Trust

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel for the Fund on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Fund but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Contract in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, Custodian and the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Custodian may request the Fund, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the limitations set forth in Section 15 hereof, the Fund ~~for any purpose (including but not limited~~ agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this ~~Agreement~~Contract, except such as may arise from ~~its~~ it or its nominee’s 's own ~~negligent action, negligent~~ failure to act ~~or willful misconduct, any property at any time held for~~ in accordance with the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.standard of

Appears in 1 contract

Samples: Custodian Contract (CTB Securities Trust Fund)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability L:\Trpprod\Edg\Agmts.edg\90Xxxxxx.xx The Custodian shall not be responsible for the title, validity or ~~claim resulting from~~genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or ~~caused by, the direction of or authorization~~ other instrument reasonably believed by it to be genuine and to be signed by the ~~Fund~~ proper party or parties, including any futures commission merchant acting pursuant to ~~maintain custody of any securities or cash or other property of~~ the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct terms of a ~~sub~~three-~~custodian~~ party futures or ~~agent~~options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any ~~loss~~action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, ~~liability~~it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim ~~or expense resulting from or caused by:~~ for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) ~~events or circumstances beyond~~ the ~~reasonable control~~ Fund shall take over complete defense of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; claim and (ii) ~~errors by the Fund or its duly- appointed investment advisor in their instructions to~~ the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank shall initiate no further legal or other ~~commercially prevalent payment~~ expenses with respect to such claim. The Custodian shall in no case confess any claim or ~~clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v)~~ make any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure compromise with respect to any ~~particular security~~ claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or ~~Securities System; and (vii) changes to any provision~~ cause of action on the part of the Custodian under this Agreement which is independent of any ~~present~~ right or ~~future law or regulation or order~~ cause of action on the part of the ~~United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction~~Fund. The Custodian shall be ~~liable~~ entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~acts~~ Fund or ~~omissions~~ other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking ~~institution acting as~~ institution, a ~~sub-custodian hereunder to~~ foreign securities depository, or a branch or affiliate of a U.S. bank, the ~~same extent as set forth with respect to sub-custodians generally in this Agreement.~~ Custodian shall not be liable for any loss, damage, cost, expense, liability If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s 's right to assert and execute on such lien.

Appears in 1 contract

Samples: Custodian Agreement (Reserve Investment Funds Inc)

Responsibility of Custodian. ~~The~~ So long and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties~~, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement~~. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of ~~this~~ the Agreement, ~~and it~~ but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to any redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Fund. In order ~~for~~ that the indemnification provision contained in this ~~Section to~~ Article VIII shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for ~~indemnification~~indemnification against the Fund. The Fund shall have the option to defend ~~the~~ Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the ~~Custodian thereof and~~Custodian, ~~thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim; and ~~(ii)~~ the Custodian shall ~~initiate no further legal or other expenses with respect to~~ in such ~~claim~~situation seek indemnification under this Article VIII. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee ~~assigned~~ assignee to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the ~~Custodian, or any of its affiliates, subsidiaries or agents, advances~~ Fund requires the Custodian to advance cash or ~~investments to the Fund~~ securities for any purpose ~~(including but not limited to securities settlements, foreign exchange contracts and assumed settlement),~~ or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security ~~therefor,~~ therefor and should the Fund fail to repay the Custodian ~~promptly~~ promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.

Appears in 1 contract

Samples: Custodian Agreement (Aarp Cash Investment Funds)

Responsibility of Custodian. ~~The~~ So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, ~~and it~~ but shall be kept indemnified by and shall be without liability to ~~the~~ any Fund for any action taken or omitted by it in good faith without negligence~~. In order for~~ , bad faith, willful misconduct, violation of law applicable to the ~~indemnification provision contained~~ Custodian in its capacity as a custodian and that affects the Custodian’s performance of the Services hereunder, or material breach of this ~~Section~~ Agreement ( provided, however , that the Custodian shall have the opportunity to ~~apply~~cure, it within thirty (30) days of its receipt of written notice from the Fund, solely those breaches capable of cure without material adverse impact to the Fund, provided, in each such instance where the Custodian is ~~understood that if in any case~~ aware of an event related to such notice, the Custodian had previously informed the Fund ~~may be asked by~~ promptly of such event; any such communication from the Custodian to ~~indemnify or hold the Custodian harmless,~~ the Fund shall not be ~~fully~~ used as or considered as an admission of fault and ~~promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian~~ will ~~use reasonable care~~ be provided solely as an accommodation to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund~~'s prior written consent~~), including, without limitation, acting in accordance with any Proper Instruction. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the ~~Fund or other such counsel as agreed to by the parties~~Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be ~~entitled~~ without liability to ~~rely upon, and shall have no duty of inquiry with respect to, the accuracy of~~ any ~~representation or warranty given to it by the~~ Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable Portfolio for any loss, ~~damage~~liability, ~~cost~~claim or expense to the extent resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), ~~expense~~including without limitation nationalization, ~~liability or claim resulting from~~expropriation, currency restrictions, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of ~~war~~ war, revolution, riots or ~~terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts~~terrorism. Except as may arise from the Custodian’s own ~~negligence~~ negligence, bad faith, willful misconduct, violation of law applicable to the Custodian in its capacity as a custodian that affects the Custodian’s performance of the Services hereunder, or ~~willful misconduct~~ material breach of this Agreement ( provided, however , that the Custodian shall have the opportunity to cure, within thirty (30) days of its receipt of written notice from the Fund, solely those breaches capable of cure without material adverse impact to the Fund, provided, in each such instance where the Custodian is aware of an event related to such notice, the Custodian had previously informed the Fund promptly of such event; any such communication from the Custodian to the Fund shall not be used as or considered as an admission of fault and will be provided solely as an accommodation to the Fund), or the ~~negligence~~ negligence, bad faith or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to ~~the~~ any Fund for any loss, liability, claim or expense to the extent resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by ~~the~~ any Fund or its ~~duly- appointed~~ duly authorized investment ~~advisor~~ manager or investment adviser in ~~their~~ its instructions to the Custodian provided such instructions have been ~~given~~ in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any act or omission of a Special Sub-Custodian including, without limitation, reliance on reports prepared by a Special Sub-Custodian ; (v) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s ~~sub-~~ sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (vvi) any delay or failure of any company, ~~corporation~~ corporation, or other body in charge of registering or transferring securities in the name of the Custodian, ~~the~~ any Fund, the Custodian’s sub-custodians, nominees or ~~agents,~~ agents or any consequential losses arising out of such delay or failure to transfer such ~~securities,~~ securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vivii) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.to

Appears in 1 contract

Samples: Master Custodian Agreement (Putnam Multi-Cap Growth Fund)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel for the Fund on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Fund but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Contract in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, Custodian and the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Custodian may request the Fund, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the limitations set forth in Section 15 hereof, the Fund ~~for any purpose (including but not limited~~ agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this ~~Agreement~~Contract, except such as may arise from ~~its~~ it or its nominee’s 's own ~~negligent action, negligent~~ failure to act in accordance with the standard of care set forth herein or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of care were not part of this Contract. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of the Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Fund hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian in an amount not to exceed 10 percent of the Fund's gross assets, the specific securities to be designated in writing from time to time by the Fund or the Fund's investment adviser. Should the Fund fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Fund hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for the Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Fund instructing their purchase shall be ~~security therefor,~~ considered the requisite description and ~~should~~ designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Fund fail to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 1 contract

Samples: Custodian Contract (East West Securities Co Inc)

Appears in 1 contract

Samples: Safekeeping Agreement (Heartland Group Inc)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this Agreement; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Agreement. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section hereof, the Custodian shall be kept indemnified by the Trust but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Agreement in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to shall apply, however, it is understood that if in any case the ~~Fund~~ Trust may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the ~~Fund~~ Trust promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The ~~Fund~~ Trust shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Trust so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the ~~Fund~~ Trust shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Trust will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund~~Trust's prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to Custodian and the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this AgreementTrust. If the ~~Fund~~ Trust requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to ~~the~~ a Fund being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Custodian may request the Trust, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the ~~Fund for any purpose (including but not limited~~ limitations set forth in Section hereof, the Trust agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this Agreement, except such as may arise from ~~its~~ it or its nominee’s 's own ~~negligent action, negligent~~ failure to act in accordance with the standard of care set forth herein or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of care were not part of this Agreement. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Trust hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian in an amount not to exceed 10 percent of the ~~Fund shall~~ Fund's gross assets, the specific securities to be ~~security therefor~~designated in writing from time to time by the Trust or the Fund's investment adviser. Should the Trust fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Trust hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for a Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Trust instructing their purchase shall be considered the requisite description and designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 1 contract

Samples: Custodian Agreement (Huntington Va Funds)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel for the Fund on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Fund but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Contract in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.in

Appears in 1 contract

Samples: Custodian Agreement (Cn Loan Fund Inc)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel for the Fund on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Fund but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it that is reasonably related to its responsibility to carry out the terms and provisions of this Contract in ~~good faith without negligence~~accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's ’s prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, Custodian and the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Custodian may request the Fund, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the limitations set forth in Section 15 hereof, the Fund ~~for any purpose (including but not limited~~ agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including reasonable counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this ~~Agreement~~Contract, except such as may arise from ~~its~~ it or its nominee’s own ~~negligent action, negligent~~ failure to act in accordance with the standard of care set forth herein or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of care were not part of this Contract. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of the Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Fund hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian in an amount not to exceed 10 percent of the Fund’s gross assets, the specific securities to be designated in writing from time to time by the Fund or the Fund’s investment adviser. Should the Fund fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Fund hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for the Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Fund instructing their purchase shall be ~~security therefor,~~ considered the requisite description and ~~should~~ designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Fund fail to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 1 contract

Samples: Custodian Contract (Snoqualmie Asset Fund Inc)

Responsibility of Custodian. ~~The~~ So long and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties~~, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement~~. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, ~~and it~~ but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to any redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Fund. In order ~~for~~ that the indemnification provision contained in this ~~Section to~~ Article VIII shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for ~~indemnification~~indemnification against the Fund. The Fund shall have the option to defend ~~the~~ Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the ~~Custodian thereof and~~Custodian, ~~thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim; and ~~(ii)~~ the Custodian shall ~~initiate no further legal or other expenses with respect to~~ in such ~~claim~~situation seek indemnification under this Article VIII. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the ~~Custodian, or any of its affiliates, subsidiaries or agents, advances~~ Fund requires the Custodian to advance cash or ~~investments to the Fund~~ securities for any purpose ~~(including but not limited to securities settlements, foreign exchange contracts and assumed settlement),~~ or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security ~~therefor,~~ therefor and should the Fund fail to repay the Custodian ~~promptly~~ promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.

Appears in 1 contract

Samples: Custodian Agreement (Aarp Income Trust)

Appears in 1 contract

Samples: Custodian Agreement (Scudder Fund Inc)

Responsibility of Custodian. ~~The~~ So long and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties~~, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement~~. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, ~~and it~~ but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to any redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Fund. In order ~~for~~ that the indemnification provision contained in this ~~Section to~~ Article VIII shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for ~~indemnification~~indemnification against the Fund. The Fund shall have the option to defend ~~the~~ Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the ~~Custodian thereof and~~Custodian, ~~thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim; and ~~(ii)~~ the Custodian shall ~~initiate no further legal or other expenses with respect to~~ in such ~~claim~~situation seek indemnification under this Article VIII. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee ~~assigned~~ assigneed to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the ~~Custodian, or any of its affiliates, subsidiaries or agents, advances~~ Fund requires the Custodian to advance cash or ~~investments to the Fund~~ securities for any purpose ~~(including but not limited to securities settlements, foreign exchange contracts and assumed settlement),~~ or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security ~~therefor,~~ therefor and should the Fund fail to repay the Custodian ~~promptly~~ promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.

Appears in 1 contract

Samples: Custodian Agreement (Aarp Growth Trust)

Responsibility of Custodian. The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to ~~the exercise~~ a standard of reasonable care in carrying out the provisions of this ~~Agreement~~Contract; provided, however, that the Custodian shall be held to any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above stated standard of reasonable care was not part of this Contract. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Trust) on all matters, and it shall be without liability for any action reasonably taken or omitted pursuant to such advice, provided that such action is not in violation of applicable federal or state laws or regulations, and is in good faith and without negligence. Subject to the limitations set forth in Section 15 hereof, the Custodian shall be kept indemnified by the Trust but only from the assets of the Fund involved in the issue at hand and ~~shall~~ be without liability ~~to the Fund~~ for any action taken or ~~omitted~~ thing done by it in ~~good faith without negligence~~carrying out the terms and provisions of this Contract in accordance with the above standards. In order ~~for~~ that the indemnification ~~provision~~ provisions contained in this Section to 8 shall apply, however, it is understood that if in any case the ~~Fund~~ Trust may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the ~~Fund~~ Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the ~~Fund~~ Trust promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for indemnification. The ~~Fund~~ Trust shall have the option to defend the Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the ~~Fund~~ Trust so ~~elects,~~ elects it will so notify the Custodian ~~thereof and, thereupon, (i)~~ and thereupon the ~~Fund~~ Trust shall take over complete defense of the ~~claim~~ claim, and ~~(ii)~~ the Custodian shall in such situation initiate no further legal or other expenses ~~with respect to such claim~~for which it shall seek indemnification under this Section. The Custodian shall in no case confess any claim or make any compromise ~~with respect~~ in any case in which the Trust will be asked to ~~any claim for which it will seek indemnity from~~ indemnify the ~~Fund~~ Custodian except with the ~~Fund's~~ Trust’s prior written consent. ~~Nothing herein shall be construed to limit any right or cause of action on~~ Notwithstanding the ~~part~~ foregoing, the responsibility of the Custodian ~~under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian~~ with respect to redemptions effected by check shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with ~~this Agreement; (iii)~~ a separate Agreement entered into between the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to Custodian and the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this AgreementTrust. If the ~~Fund~~ Trust requires the Custodian to take any action with respect to ~~investments~~securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to ~~the~~ a Fund being liable for the payment of money or incurring liability of some other form, the ~~Fund~~Custodian may request the Trust, as a prerequisite to requiring the Custodian to take such action, ~~shall~~ to provide indemnity to the Custodian in an amount and form satisfactory to ~~it. If~~ the Custodian~~, or any of its affiliates, subsidiaries or agents, advances cash or investments~~ . Subject to the ~~Fund for any purpose (including but not limited~~ limitations set forth in Sections 15 hereof, the Trust agrees to ~~securities settlements, foreign exchange contracts~~ indemnify and ~~assumed settlement), or in the event that~~ hold harmless the Custodian or and its nominee ~~shall incur or be assessed any~~ from and against all taxes, charges, expenses, assessments, claims and liabilities (including counsel fees) (referred to herein as authorized charges) incurred or ~~liabilities~~ assessed against it or its nominee in connection with the performance of this ~~Agreement~~Contract, except such as may arise from ~~its~~ it or its nominee’s own ~~negligent action, negligent~~ failure to act in accordance with the standard of reasonable care or ~~willful misconduct~~any higher standard of care which would be imposed upon the Custodian by any applicable law or regulation if such above-stated standard of reasonable care were not part of this Contract. To secure any authorized charges and any advances of cash or securities made by the Custodian to or for the benefit of a Fund for any purpose which results in the Fund incurring an overdraft at the end of any business day or for extraordinary or emergency purposes during any business day, ~~any property at any time~~ the Trust hereby grants to the Custodian a security interest in and pledges to the Custodian securities held for the ~~account~~ Fund by the Custodian, in an amount not to exceed 10 percent of the ~~Fund shall~~ Fund’s gross assets, the specific securities to be ~~security therefor~~designated in writing from time to time by the Trust or the Fund’s investment adviser. Should the Trust fail to make such designation, or should it instruct the Custodian to make advances exceeding the percentage amount set forth above and should the Custodian do so, the Trust hereby agrees that the Custodian shall have a security interest in all securities or other property purchased for a Fund with the advances by the Custodian, which securities or property shall be deemed to be pledged to the Custodian, and the written instructions of the Trust instructing their purchase shall be considered the requisite description and designation of the property so pledged for purposes of the requirements of the Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly any authorized charges or advances of cash or securities, subject to the ~~Custodian promptly~~ provision of the second paragraph of this Section 8 regarding indemnification, the Custodian shall be entitled to ~~utilize~~ use available cash and to dispose of ~~the Fund assets to the extent~~ pledged securities and property as is necessary to ~~obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to~~ repay any such ~~cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien~~advances.

Appears in 1 contract

Samples: Custodian Contract (Federated Equity Funds)

Responsibility of Custodian. ~~The~~ So long and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties~~, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement~~. ~~Notwithstanding anything to the contrary herein, the~~ The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, ~~and it~~ but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to any redemptions effected by check shall be in accordance with a separate Agreement entered into between the Custodian and the Fund. In order ~~for~~ that the indemnification provision contained in this ~~Section to~~ Article VIII shall apply, however, it is understood that if in any case the Fund may be asked ~~by the Custodian~~ to indemnify or ~~hold~~ save the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use all reasonable care to ~~identify,~~ identify and notify the Fund promptly ~~concerning,~~ concerning any situation which presents or appears likely to present the probability of such a claim for ~~indemnification~~indemnification against the Fund. The Fund shall have the option to defend ~~the~~ Custodian against any claim which may be the subject of ~~a claim for indemnification hereunder~~this indemnification, and in the event that the Fund so ~~elects,~~ elects it will so notify the ~~Custodian thereof and~~Custodian, ~~thereupon, (i)~~ and thereupon the Fund shall take over complete defense of the ~~claim~~ claim; and ~~(ii)~~ the Custodian shall ~~initiate no further legal or other expenses with respect to~~ in such ~~claim~~situation seek indemnification under this Article VIII. The Custodian shall in no case confess any claim or make any compromise ~~with respect to~~ in any ~~claim for~~ case in which ~~it will seek indemnity from~~ the Fund will be asked to indemnify the Custodian except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts. Except as may arise from the Custodian’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodian’s sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodian’s sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement. If the Fund requires the Custodian to take any action with respect to ~~investments~~securities, which action involves ~~the payment~~ payments of money or which action may, in the ~~reasonable~~ opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the ~~Custodian, or any of its affiliates, subsidiaries or agents, advances~~ Fund requires the Custodian to advance cash or ~~investments to the Fund~~ securities for any purpose ~~(including but not limited to securities settlements, foreign exchange contracts and assumed settlement),~~ or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee’s 's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security ~~therefor,~~ therefor and should the Fund fail to repay the Custodian ~~promptly~~ promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodian’s right to assert and execute on such lien.

Appears in 1 contract

Samples: Custodian Agreement (Aarp Tax Free Income Trust)

Common use of Responsibility of Custodian Clause in Contracts